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PARRIS N. GLENDENING, Governor
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Ch. 642
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(1) They shall be signed and acknowledged for each corporation or real
estate investment trust party to the articles, by its chairman or vice chairman of the
board of directors or board of trustees, its CHIEF EXECUTIVE OFFICER, CHIEF
OPERATING OFFICER, president or one of its vice presidents;
(2) They shall be witnessed or attested by the secretary or an assistant
secretary of each corporation or real estate investment trust party to the articles, or,
if authorized by the bylaws or resolution of the board of directors or board of trustees
and the articles so state, by any other officer or agent of the corporation or real estate
investment trust;
(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 or real estate
investment trust 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 or board of trustees, CHIEF EXECUTIVE OFFICER,
CHIEF OPERATING OFFICER, president, vice president, secretary, or assistant
secretary of the corporation or real estate investment trust;
(ii) With respect to any foreign corporation party to articles of
consolidation, merger, or share exchange, by the CHIEF EXECUTIVE OFFICER, CHIEF
OPERATING OFFICER, 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 CHIEF EXECUTIVE OFFICER, CHIEF OPERATING OFFICER,
president, vice president, secretary, assistant secretary, managing trustee, or persons
acting in a similar position for the entity.
(b) When articles of transfer are executed:
(1) With respect to the transferor corporation, the requirements of
subsection (a)(4)(i) apply;
(2) With respect to a transferee corporation, the matters and facts set
forth in the articles with respect to authorization and approval shall be verified under
oath by the CHIEF EXECUTIVE OFFICER, CHIEF OPERATING OFFICER, president, vice
president, secretary, or assistant secretary of the corporation; and
(3) With respect to a transferee which is not a corporation, the articles
shall be signed and acknowledged by the transferee.
(c) All other instruments required to be filed with the Department may be
signed:
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- 3309 -
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