the stockholders of each of said consolidating corporations separately at a meeting thereof duly warned in accordance with the provisions of Section 15 of this Article, and if approved by the affirmative vote of two-thirds of all the stock (or if two or more classes of the stock have been issued, of two-thirds of each class) outstanding and entitled to vote, such agreement shall be executed and its terms and conditions performed by the proper officers of the respective corporations; and the agreement so executed shall be recorded in the manner provided for in Section 4 of this Article, and shall from thence be taken to be the agreement of consolidation of the said corporations, and a duly certified copy of such agreement of consolidation from the records of the State Tax Commissioner or the clerk of the Circuit or Superior Court shall be prima facie evidence of the existence and powers of such consolidated corporation.

30. When such agreement of consolidation has been delivered to the State Tax Commissioner with the recording fees (to be charged at the same rates, and by said Commissioner divided, accounted for, and paid over, as in the case of an original certificate), all the property and assets belonging to said former separate corporations of whatsoever nature and description, and all the powers and rights and all debts and liabilities of said former separate corporations of whatsoever nature and description, shall, upon such recording, as aforesaid, be devolved upon said new consolidated corporation, which shall be regarded as substituted by operation of law in the room and stead of said former separate corporations.

31. Any stockholder of any corporation consolidating as aforesaid, who at such meeting voted against the agreement

Art. 23, sec. 29-Corporations can not consolidate as against dissenting stockholders, unless legislative authority is granted thereto. Frost on Corporations, 3d Edition, Section 20. It is necessary, therefore, in order to effect a consolidation that the Act shall be fully complied with. When the different companies are consolidated, the new corporation succeeds to the powers, rights and liabilities of the constituent companies, unless otherwise directed by statute. Consolidated Gas Co. v. Baltimore County, 98 Md. 689.

The corporation formed by the consolidation of two companies is a new corporation, subject to the bonus tax of one-eighth of one per cent. upon the amount of capital stock the said company is authorized to have, even though provision is made for the cancellation of a part of that amount. State v. Consolidated Gas Co., 104 Md. 364. For bonus tax, see, Article 81, Sections 98-103.

submitted, may, within twenty days after the agreement of consolidation has been delivered to the State Tax Commissioner (but not afterwards), make upon the consolidated corporation a written demand for the payment for his stock, and shall, thereupon, be entitled to receive the fair value thereof, and if the dissenting stockholder and the consolidated corporation shall fail to agree upon the fair value of said stock, or, if, having agreed, the corporation shall fail to pay or tender the amount thereof, the dissenting stockholder may, within thirty days after such written demand, apply by petition to any Court of Equity having jurisdiction over the consolidated corporation, on reasonable notice to be furnished by said Court to said consolidated corporation, for the appointment of three disinterested commissioners to appraise the fair value of his stock without regard to any depreciation or appreciation thereof in consequence of the said consolidation, and on the coming in of the answer to said petition, the Court shall pass an order referring the matter to three commissioners named by it, for the purpose of ascertaining such value, and such order shall prescribe the time and manner of producing evidence, if necessary; and the award of said commissioners (or that of a majority of them) when confirmed by said Court, shall be final and conclusive on all parties, and said consolidated corporation shall pay such stockholder the value of his stock ascertained as aforesaid, and on receiving such payment or on a tender thereof, said stockholder shall transfer his stock to the said consolidated corporation, to be disposed of by the directors thereof or to be retained for the remaining stockholders; and in case the award is not so paid within thirty days from the filing of said award and confirmation by said Court, and notice thereof given in the manner aforesaid unto said stockholder and the said consolidated corporation, the amount of the award shall be a decree against the said consolidated corporation, which decree shall be a prior lien to any mortgage or other lien placed on its property or franchises by said consolidated corporation, and may be collected as other decrees in said Court are by law collectible.

Art. 23, sec. 31-These provisions for the consolidation of corporations seem to be taken from the New Jersey Corporation Law, Sections 104, 105, 106, 107 and 108.

32. Every corporation of this State having a capital stock (except railroads) may at any meeting duly warned in accordance with the provisions of Section 15 of this Article, sell, lease or exchange all of its property and assets as an entirety, including its good will and franchises, to and with any other corporation of this State which is duly authorized to acquire and hold such or similar property. An agreement containing the terms and conditions of the proposed sale, lease or exchange shall, after approval by the board of directors, be submitted for the approval of the stockholders of each corporation at a meeting warned as aforesaid; and if approved by the affirmative vote of two-thirds of all the stock (or if two or more classes of stock have been issued, of two-thirds of each class) outstanding and entitled to vote, such agreement shall be executed and its terms and conditions performed by the proper officers of the respective companies. Any stockholder of either corporation who at such meeting voted against the agreement submitted, may within twenty days after such meeting (but not afterward) make upon his corporation a written demand for payment for his stock; and he shall be entitled to receive an amount equal to the fair value thereof, unaffected by such sale, purchase, lease or exchange of the corporate assets. If the dissenting stockholder and his corporation shall fail to agree upon the fair value of said stock (or if having agreed the corporation shall fail to pay or tender the amount thereof), the stockholder shall be entitled to file against his said corporation in any Court of Equity having jurisdiction over the same, a petition for an accounting and for the ascertainment of the fair value of his shares; and thereupon such proceedings shall be had as are provided by Section 31 of this Article. The proceeding by a dissenting stockholder hereunder shall not prevent or delay the execution and performance of any agreement so approved by the affirmative vote of two-thirds of the stock; but in the case of every such sale, lease or exchange, the vendee, lessee or grantee shall take the property of the grantor corporation subject to its debts and liabilities, including the claim of such dissenting stockholder; and such property may be subject to execution on any decree entered as herein provided, and such decree shall have priority over any incum

brance placed by the grantee corporation upon the property so bought, leased or exchanged; provided, however, that the right granted to a dissenting stockholder hereunder to demand payment for his stock shall cease, if at any time prior to the entry of any decree herein provided for, the defendant corporation shall make it appear to the Court that the agreement of sale, lease or exchange has been rescinded by appropriate corporate action, so that the stock of such dissenting shareholder remains unaffected thereby; and provided further, that the provisions of this section and of the three preceding sections shall not impair or affect in any way any restrictions, limitations or other provisions, contained in any ordinance granting or conferring any franchise heretofore passed by any municipal corporation of this State prohibiting, limiting or restricting the transfer or assignment of such franchise.

CAPITAL STOCK.

Certificates.

33. Each stockholder shall be entitled to a certificate which shall be signed by the president, or vice-president, and by the secretary or assistant secretary, or treasurer or assistant treasurer of the corporation and sealed with its sealwhich shall certify the number of shares owned by him in such corporation. All certificates for stock which is restricted or limited as to its transferability or voting powers, or which is preferred or limited as to its dividends, or as to its share of the principal upon dissolution-shall have a statement of such restriction, limitation or preference plainly stated thereon.

Classification of Stock.

34. Every corporation may create two or more classes of stock with such preferences, voting powers, restrictions and qualifications thereof as shall be expressed in the certificate of incorporation or by any amendment to its charter or certificate which may be adopted in accordance with the provisions of this Article. And by articles of amendment,

any increased stock, and any unissued or reissued part of the original authorized issue, may be so classified. Such preferred stock may, if desired, be made subject to redemption at not less than par at a time and price to be expressed in the certificate of incorporation or Articles of amendment; and it may be provided that the holders thereof shall receive and that the corporation shall be bound to pay a fixed annual dividend to be expressed in the said certificate or Articles of amendment, payable quarterly, half yearly or yearly before any dividend shall be set apart for or paid to the holders of the common stock; and such dividends may be made cumulative; and such stock may be preferred over the common stock as to its distributive share of the assets of the corporation upon dissolution; but in case of insolvency, the debts and other liabilities of the corporation shall be paid before the holders of such preferred stock shall receive anything. Nothing in the laws of this State shall be so construed as to limit the dividend on such preferred stock to six per cent. per annum if a greater or less dividend is provided to be paid on such stock.

Payment of Stock.

35. Any corporation of this State may issue stock, preferred or common, for services or for property of any description; provided (1) that such services are rendered to or adopted by said corporation; (2) that the property is suitable for any of the purposes for which the corporation was formed; (3) that the value of such services and property, and the propriety of issuing stock therefor, shall be agreed upon and the issue authorized by the affirmative vote of a majority of all the stock (or if two or more classes of stock have been issued, of a majority of each class) outstanding and entitled to vote, given at any meeting duly warned as provided for by Sections 15 or 16 of this Article, and (4) that in counting the majority of the outstanding stock necessary to authorize

Art. 23, sec. 34-All provisions of Article 23 authorizing preferred stock to be a lien upon the properties of the corporation have been repealed. Under the general law no such lien can be created. Continental Trust Co. v. Toledo R. R. Co., 72 Federal R. P. 92.