Section 1-301 - Execution of articles.
§ 1-301. Execution of articles.
(a) General rule.- Articles supplementary and articles of amendment, restatement, amendment and restatement, 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, statutory trust, or real estate investment trust party to the articles, by its chairman or vice chairman of the board of directors or board of trustees, by its chief executive officer, chief operating officer, chief financial officer, president, or one of its vice presidents, 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, statutory trust, or real estate investment trust;
(2) They shall be witnessed or attested by the secretary, treasurer, chief financial officer, assistant treasurer, or assistant secretary of each corporation, statutory trust, 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, statutory trust, 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 or by a person acting in a similar capacity for the entity as an officer described in item (1) of this subsection; 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, statutory trust, 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, by the chairman or vice chairman of the board of directors or board of trustees, by the chief executive officer, chief operating officer, chief financial officer, president, vice president, secretary, or assistant secretary of the corporation, statutory trust, or real estate investment trust, or, if authorized in accordance with item (1) of this subsection and the articles so state, by any other officer or agent of the corporation, statutory trust, 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) Special requirements as to articles of transfer.- When articles of transfer are executed:
(1) With respect to the transferor corporation, the requirements of subsection (a)(4)(i) of this section 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) Signature on other required instruments.- 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.
[An. Code 1957, art. 23, §§ 12, 13, 18, 35, 68-70; 1975, ch. 311, § 2; 1976, ch. 567, § 2; 1978, ch. 255; 1979, ch. 262; 1980, ch. 296; 1986, ch. 760; 1997, ch. 717; 2000, ch. 642; 2007, ch. 5, § 7; ch. 457; 2010, ch. 72, § 5; chs. 95, 96; ch. 611, § 2.]