MARVIN MANDEL, Governor

1497

in the resolution. The approval shall be by a majority
vote of the entire board of directors. A meeting of the
stockholders is not necessary.

(2)    If a foreign corporation is a party to
the articles, the transaction shall be advised,
authorized, and approved by the corporation in the manner
and by the vote required by its charter and the laws of
the place where it is organized.

(d)(1) UNLESS WAIVED BY ALL MINORITY STOCKHOLDERS,
AT LEAST 30 DAYS BEFORE THE ARTICLES ARE FILED WITH THE
DEPARTMENT, A PARENT CORPORATION WHICH OWNS LESS THAN ALL
OF THE OUTSTANDING STOCK OF THE SUBSIDIARY SHALL GIVE
NOTICE OF THE TRANSACTION TO EACH OF THE SUBSIDIARY'S
MINORITY STOCKHOLDERS OF RECORD ON THE DATE OF GIVING OF
THE NOTICE OR ON A RECORD DATE FIXED FOR THAT PURPOSE
WHICH IS NOT MORE THAN 10 DAYS BEFORE THE DATS OF GIVING
NOTICE.

[(1)] (2) A minority stockholder of the
subsidiary has the right to demand and receive payment of
the fair value of his stock [. Except] as provided in
[this subsection, the procedures of] Subtitle 2 of this
title relating to objecting stockholders [apply].

[(2) Within ten days after the Department
accepts the articles for record, a parent corporation
which owns less than all of the outstanding stock of the
subsidiary shall mail notice of the action to each of the
subsidiary's minority stockholders of record on the date
of the acceptance. The notice shall be accompanied by a
copy of the articles of merger and shall state that the
minority stockholder is entitled to demand and receive
payment of the fair value of his stock within 60 days
from the date on which the notice is given. The date on
which notice is given shall be specified in the notice.

(3)     A minority stockholder who desires
payment of the fair value of his stock shall make written
demand on the successor for the payment. The demand
shall be made within the 60—day period specified in
paragraph (2) of this subsection and shall state the
number and class of shares for which payment is demanded.
A petition for an appraisal shall be filed within 90 days
after the articles are accepted for record.

(4)    Any stockholder who fails to make a
timely written demand or file a timely petition is bound
by the terms of the merger.]

3-107.

Articles of consolidation, merger, SHARE EXCHANGE,
or transfer shall be filed for record with the
Department.

3-108.