Ch. 326                                    1996 LAWS OF MARYLAND

or decrease the demand deposit reserve or time deposit reserve to conform to the reserve
requirements that apply to a member bank of the Federal Reserve System.

3-703.

(a)     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)     The agreement shall include:

(1)     The name of each constituent bank and the address of its principal
banking office;

(2)     The terms of the proposed transaction;

(3)     A statement that the agreement is subject to approval by the [Bank]
Commissioner OF FINANCIAL REGULATION 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 address of the proposed principal banking office;

(ii) The authorized capital stock, including the number of shares and
the par value of each share of stock;

(iii) Whether it will issue preferred stock in the proposed transaction
and, if so, the amount, terms, and preferences; and

(iv) Any amendments to its charter and bylaws; and

(6)     Any other provisions that the [Bank] Commissioner requires to carry
out the [Bank] Commissioner's duties with respect to the proposed transaction.

(c)     After the board of directors of each constituent bank has approved the
agreement, the following shall be filed with the [ Bank] Commissioner for approval:

(1)     The agreement;

(2)     The name and address of each office of the constituent banks and of the
successor;

(3)     The name and residence address of each individual who will be a
director when the proposed transaction becomes effective;

(4)     The name and residence address of each individual who will be an
officer when the proposed transaction becomes effective;

(5)     A certified copy of the approving resolution of each board of directors,
showing the required approval by the board; and

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