Section 3-104 - Transfers in ordinary course of business; mortgages; share exchanges by voluntary action or agreement. - Maryland Statutes

§ 3-104. Transfers in ordinary course of business; mortgages; share exchanges by voluntary action or agreement.
 

(a)  Stockholder approval and articles not required.- Notwithstanding any other provision of this subtitle, unless the charter or bylaws of a corporation provide otherwise, the approval of the stockholders and articles of transfer or share exchange, as the case may be, are not required for any: 

(1) Transfer of assets by a corporation in the ordinary course of business actually conducted by it or as a distribution as defined in § 2-301 of this article; 

(2) Mortgage, pledge, or creation of any other security interest in any or all of the assets of a corporation, whether or not in the ordinary course of its business; 

(3) Exchange of shares of stock through voluntary action or under any agreement with the stockholders; 

(4) Transfer of assets by a corporation to one or more persons if all of the equity interests of the person or persons are owned, directly or indirectly, by the corporation; or 

(5) Transfer of assets by a corporation registered as an open-end investment company under the Investment Company Act of 1940. 

(b)  Stockholder approval and articles permitted.- A transaction described in subsection (a) of this section also may be effected as otherwise provided in this subtitle. 
 

[An. Code 1957, art. 23, § 65; 1975, ch. 311, § 2; 1976, ch. 567, § 2; 1995, ch. 450; 1999, ch. 459, § 2; 2000, ch. 61, § 1; 2003, ch. 302.]