59. If the corporation shall neglect to plead within the times appointed and provided, the court shall proceed to hear the petition ex parte; and if a cause of forfeiture is shown, a judgment shall be entered as is provided in the preceding section.

60. If the court upon a hearing, ex parte or otherwise, shall be of opinion that legal cause of forfeiture has been shown, it may, nevertheless, in its discretion, before passing a final judgment, require the corporation within a time fixed to remedy the grievance complained of and may suspend the entry of a final judgment until the time so fixed, and may afterwards refuse to enter such judgment if the grievance has been remedied.

61. The petition for forfeiture hereinabove mentioned shall be filed in the Circuit Court for the county or in the Superior Court of Baltimore City, according to the location of the principal office of the corporation. And from any final judgment or determination of the court in proceedings hereunder, either party may appeal to the Court of Appeals as provided by Sections 68 and 69 of Article 5 of the Code of 1904.

Suit and Process Against Domestic Corporations.

62. Process issued by any Court or justice of the peace of this State against any corporation thereof may be served on any president, director, manager, or other officer; and if none reside in this State, such corporation may be proceeded against by attachment as a non-resident, or such process may be served on any agent, or other person in the service of the corporation; provided, that in all cases mentioned in this section, the officer serving process shall leave a copy thereof with the person upon whom it is served. Every corporation of this State may be sued in any county or in the city of Baltimore, as the case may be, where its principal office is located, or where it regularly transacts business or exercises its franchises, or in any local action, where the subject matter thereof lies; and process against such corporation may be served as is herein

Art. 23, sec. 62. Attorney not an officer. 45 Md. 24.

above provided, and may be directed to the sheriff of any county or of the city of Baltimore, returnable to the clerk of the court out of which same issued. And whenever any corporation of this State has become surety on any bond required by law to be filed in any court thereof or with any register of wills, public board or official-suit against such corporation on such bond may be brought in the city or county where the same is filed.

63. It shall be sufficient in any suit, pleading or process, either at law or in equity or before a justice of the peace against any corporation, to describe it by the name or title. by which it is commonly known or by or under which its business is transacted.

Consolidation of Corporations Having no Capital Stock.

64. Any educational, charitable or other corporation formed under the provisions of this Article and having no capital stock, or any corporation formed for the operation and maintenance of educational, moral, scientific, literary, dramatic, social, benevolent or beneficial societies of any description, or formed for any religious object or for maintaining fire engine and hose companies, or uniformed volunteer companies, or for conducting and carrying on universities, colleges, academies, hospitals or asylums and having no capital stock may unite with corporations incorporated for a similar purpose and having no capital stock, provided that the majority of the members of each of the corporations forming such union shall assent thereto; such union or consolidation shall be made upon such terms and conditions and shall have such name as shall be agreed upon by said corporations forming such union; a certificate of such union or consolidation and the provisions thereof shall be executed by the said corporations and be acknowledged and recorded as other certificates of incorporation are in this Article directed to be acknowledged and recorded, and thereupon all the property and assets belonging

Art. 23, sec. 63-This section is in substitution of Section 415, Article 23. Powhatan Steamboat Co., garn., v. Powhatan Steamboat Co., 36 Md. 238. A creditor has the right to sue either an unincorporated association or its members. Little v. Wells, etc., 98 Md. 453.

to said former separate corporations and all their powers and rights and all the debts and liabilities of said former separate corporations shall be devolved upon said new consolidated corporation, and every devise or bequest in favor of either of the former separate corporations which it would have been capable of taking shall devolve upon said new consolidated corporations, which shall be regarded as substituted by operation of law in the place and stead of said former separate corporations.

FOREIGN CORPORATIONS.

Definition.

65. The term, foreign corporation, as used in this Article, shall mean every corporation, association or organization, other than a National Bank, which has been established, organized or chartered under laws other than those of this State.

Submission to the Laws of this State.

66. No foreign corporation shall engage or continue in any kind of business in this State, the transaction of which by domestic corporations is not permitted by the laws thereof. And every foreign corporation doing business in this State shall be deemed thereby to have assented to all the provisions of the laws thereof.

Suit and Process.

67. Any person or corporation, whether a resident or a non-resident of this State, may sue any foreign corporation

Art. 23, sec. 67. Baltimore & Yorktown Turnpike Co. v. Crowther, 63 Md. 572. Myer v. Liverpool Ins. Co., 40 Md. 595. Cromwell v. Royal Canadian Ins. Co., 49 Md. 366. Universal Life Ins. Co. v. Bacchus, 51 Md. 28. Wagner v. Shank, 59 Md. 322. North State Copper Co. v. Field, 64 Md. 153. Fidelity Life Asso. v. Ficklin, 74 Md. 179. Fairfax Mining Co. v. Chambers, 75 Md. 606. Condon v. Mutual Reserve Co., 89 Md. 118. Hodgson v. Southern Bldg. Asso., 91 Md. 445. Right of minority stockholder to sue on behalf of a foreign corporation. Sloan v. Clarkson, 105 Md. 171. Services upon director, when corporation has ceased to do business itself. Bogg v. Mining Co., 105 Md. 371. A foreign corporation which has no office and transacts no business in this State, is not liable to an action by services of process upon one of its officers who is temporarily within the State. Crooks v. Girard Iron Co., 87 Md. 139.

regularly doing business or regularly exercising any of its franchises herein for any cause of action. Such suit may be brought in any county or in the city of Baltimore, as the case may be, where its principal office in this State, named in the certificate provided for by the next succeeding section of this Article, is located or where it regularly transacts business or exercises its franchises, or in a local action, where the subject matter thereof lies; and a corporation acting as surety may be sued wherever a similar corporation of this State could be sued under the provisions of Section 62 of this Article. Process may be directed to the sheriff, constable or other proper officer of any county or of the city of Baltimore, returnable to the clerk of the Court out of which, or to the justice of the peace by which, the same was issued, and may be served as follows: If such corporation has a resident agent authorized and prepared to accept service as provided by Section 68 of this Article, such process shall be served upon him. If the corporation has no resident agent so authorized and prepared, process may be served (subject to the special provision for insurance companies and fraternal beneficiary societies, orders or associations hereinafter mentioned) upon any president, manager, director, ticket agent or officer of the corporation, or upon any agent or other person in its service. In all cases, however, a copy of the process shall be left with the person upon whom it is served; and where process is served upon any person other than the resident agent, president, director or other officer of the corporation, a copy of the process shall also be left at its principal office in this State, if there be one named as aforesaid. If any foreign corporation shall, after incurring liability in this State or after making any contract with a resident thereof, cease to do business or to have such resident agent or a president, director, manager or other officer herein, then and in such case suit may be brought in the county or city in which the plaintiff resides and process may be served upon any person in this State who was last a resident agent, president, director, manager or other officer of such corporation in this State; provided, however, that a copy of such process shall also be served on the president or some director of such foreign corporation wherever he may be found, and an affidavit

of such service may be made by the person serving the same (whether he be a resident or a non-resident of this State) before any officer authorized by the laws of this State to take the acknowledgment of deeds to be recorded therein. And the affidavit showing such service and the time thereof shall be returned to the court in which the suit against such foreign corporation is pending. Nothing herein shall prevent or affect the issue of attachments against foreign corporations as now or hereafter allowed by law.

Qualification.

68. Every foreign corporation which has a usual office or place of business in this State, except insurance companies hereinafter provided for, but including any corporation which is engaged in this State permanently or temporarily, and with or without a usual place of business therein, in the construction, alteration, erection or repair of any building, bridge, railroad, railway or structure of any kind, shall, before doing business herein, file with the Secretary of State, who shall record the same, (1) a certified copy of its charter or certificate of incorporation; (2) a certificate to be renewed annually before the first day of April in every year, subscribed and sworn to by its president or treasurer, or a majority of its board of directors and accompanied by the annual fee of one dollar for recording such renewal, showing (a) the corporate name; (b) the names and addresses of its president, treasurer, secretary and the members of its board of directors; (c) its principal office in this State and in the State of incorporation; (d) the amount of its capital stock authorized and issued, the number and par value of the shares and the amount paid in thereon, and the names and addresses of its shareholders in this State, and the number of shares held by each, and the amount of its capital employed in this State; (e) the name and address of its agent, resident in this State, and authorized to accept service of process upon it; and (f) its willingness that so long as any liability remains outstanding against it in this State, the authority of such agent shall continue until a substitute is appointed and certified to the Secretary of State. At the time of filing the original papers required by this secKendrick & Roberts & Warren Bros Co

110 Md 47te.