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LAWS OF MARYLAND

Ch. 33

1-102(d), the provisions of this subtitle govern
over those in CA Title 3, applicable to
corporations generally; see Burke v. Fidelity
Trust Co., 202 Md. 178, 96 A. 2d 254 (1953).
Except for the added applicability of this
subtitle to transfers of assets, the substantive
differences between the present provisions
governing banks and those of CA Title 3 have been
preserved in this revision.

3-703. AGREEMENT OF CONSOLIDATION, MERGER, OR TRANSFER.

(A)   AGREEMENT REQUIRED.

AN AGREEMENT OF CONSOLIDATION, MERGER, OR TRANSFER OF
ASSETS SHALL BE APPROVED BY THE AFFIRMATIVE VOTE OF A
MAJORITY OF THE FULL AUTHORIZED MEMBERSHIP OF THE BOARD OF
DIRECTORS OF EACH CONSTITUENT COMMERCIAL BANK.

(B)   CONTENTS.

THE AGREEMENT SHALL INCLUDE:

(1)   THE NAME OF EACH CONSTITUENT BANK AND THE
ADDRESS OF EACH OF ITS OFFICES;

(2)   THE TERMS OF THE PROPOSED TRANSACTION;

(3)   A STATEMENT THAT THE AGREEMENT IS SUBJECT TO
APPROVAL BY THE BANK COMMISSIONER AND BY THE STOCKHOLDERS OF
EACH CONSTITUENT BANK;

(4)   PROVISIONS FOR DISPOSING OF ANY STOCK OF THE
SUCCESSOR THAT IS NOT TAKEN BY OBJECTING STOCKHOLDERS OF THE
CONSTITUENT BANKS;

(5)   AS TO THE SUCCESSOR:

(I)   THE NAME AND ADDRESS OF EACH PROPOSED
OFFICE;

(II)   THE NAME AND RESIDENCE ADDRESS OF
EACH INDIVIDUAL WHO WILL BE A DIRECTOR WHEN THE PROPOSED
TRANSACTION BECOMES EFFECTIVE;

(III)   THE NAME AND RESIDENCE ADDRESS OF
EACH INDIVIDUAL WHO WILL BE AN OFFICER WHEN THE PROPOSED
TRANSACTION BECOMES EFFECTIVE;

(IV) THE AUTHORIZED CAPITAL, INCLUDING THE
NUMBER OF SHARES AND THE PAR VALUE OF EACH SHARE OF STOCK;

(V)   WHETHER IT WILL ISSUE PREFERRED STOCK
IN THE PROPOSED TRANSACTION AND, IF SO, THE AMOUNT, TERMS,
AND PREFERENCES; AND

(VI)   ANY AMENDMENTS TO ITS CHARTER AND