HARRY HUGHES, Governor

2907

(a) Articles supplementary and articles of amendment,
restatement, restatement and amendment, consolidation, merger,
share exchange, transfer, and extension and, except as provided
in § 3-406(b) of this article, articles of dissolution shall be
executed as follows:

(1)  They shall be signed and acknowledged for each
corporation party to the articles by ITS CHAIRMAN OR VICE
CHAIRMAN OF THE BOARD OF DIRECTORS, its president or one of its
vice-presidents;

(2)  They shall be witnessed or attested by the
secretary or an assistant secretary of each corporation party to
the articles, OR, IF AUTHORIZED BY THE BYLAWS OR RESOLUTION OF
THE BOARD OF DIRECTORS AND THE ARTICLES SO STATE, BY ANY OTHER
OFFICER OR AGENT OF THE CORPORATION;

(3)  They shall be signed and acknowledged for each
other entity party to the articles by a majority of the entire
board of trustees or other governing body; and

(4) Except as provided in subsection (b) of this
section, the matters and facts set forth in the articles with
respect to authorization and approval shall be verified under
oath as follows:

(i) With respect to any Maryland corporation
party to the articles, by the chairman or the secretary of the
meeting at which the articles or transaction were approved, or by
the CHAIRMAN OR VICE CHAIRMAN OF THE BOARD OF DIRECTORS,
president, vice-president, secretary, or assistant secretary of
the corporation;

(ii) With respect to any foreign corporation
party to articles of consolidation, merger, or share exchange, by
the president, vice-president, secretary, or assistant secretary
of the corporation; and

(iii) With respect to any other Maryland or
foreign entity party to the articles, by the president,
vice-president, secretary, assistant secretary, managing trustee,
or persons acting in a similar position for the entity.

(C) ALL OTHER INSTRUMENTS REQUIRED TO BE FILED WITH THE
DEPARTMENT MAY BE SIGNED:

(1) BY THE CHAIRMAN OR VICE CHAIRMAN OF THE BOARD OF
DIRECTORS, THE PRESIDENT, OR ANY VICE-PRESIDENT AND WITNESSED OR
ATTESTED BY THE SECRETARY OR ANY ASSISTANT SECRETARY, OR BY ANY
OTHER OFFICER OR AGENT OF THE CORPORATION WHO IS AUTHORIZED BY
THE BYLAWS OR RESOLUTION OF THE BOARD OF DIRECTORS TO PERFORM THE
DUTIES USUALLY PERFORMED BY THE SECRETARY AND THE INSTRUMENT SO
STATES;