§ 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.

HISTORY: 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.