(a)   Articles supplementary and articles of amendment, restatement,
restatement and amendment, consolidation, merger, share exchange,
transfer, and extension and, except as provided in § 3-406(b) of this
article, articles of dissolution shall be executed as follows:
    (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:
    (1)   By the chairman or vice chairman of the board of directors, the chief
executive officer, chief operating officer, president, or any vice
president and witnessed or attested by the secretary or any assistant
secretary, or by any other officer or agent of the corporation who is
authorized by the bylaws or resolution of the board of directors to
perform the duties usually performed by the secretary and the
instrument so states;
    (2)   If it appears from the instrument that there are no such officers, by a
majority of the directors or by such directors as may be designated by
the board and the instrument so states; or
    (3)   If it appears from the instrument that there are no officers or
directors, by the holders of a majority of outstanding stock.
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