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(a) Conversion by amendment.— Any corporation organized in accordance with the provisions of this subtitle may become a public benefit corporation under this chapter upon the issuance, authentication, filing, and registration of a certificate of amendment to its certificate of incorporation, which shall include, in addition to the requirements set forth in §§ 3501, 3502 and 3503 of this title, a statement that the corporation has elected to become a public benefit corporation in accordance with § 4074 of this title. Such amendment must be adopted in accordance with §§ 3681 and 3682 of this title, unless it is approved by the vote of the holders of at least two thirds (2/3) of each class of capital stock of the corporation issued and outstanding.\n(b) Mergers and consolidations.—\n(1) Corporations with capital stocks.— If a corporation other than a public benefit corporation is a party to a merger or consolidation with a public benefit corporation, then the agreement or certificate of merger or consolidation shall be approved in accordance with §§ 3731—3746 of this title, and state whether the surviving or new corporation is to be organized pursuant to this chapter.\n(2) Non-stock

merger or consolidation shall be approved in accordance with §§ 3731—3746 of this title, and state whether the surviving or new corporation is to be organized pursuant to this chapter.\n(2) Non-stock corporations.— The merger or consolidation in which one or more non-stock corporations, whether for profit or nonprofit, participate with a public benefit corporation shall be carried out in accordance with § 3736 of this title. The board of directors of the non-stock corporation shall be responsible for designating by means of a resolution of the corporation and include in the agreement or certificate of merger or consolidation the designation as a public benefit corporation in accordance with § 4074 of this title.\n(3) Any stockholder who was a stockholder of a corporation before its designation as a public benefit corporation, as a result of an amendment to the certificate of incorporation or consolidation or a merger or consolidation resulting from a new designation of public benefit corporation, and has voted against such amendment or consolidation may request an assessment and redemption of his/her stocks in such corporation as provided in § 3733 of this title.\nHistory —Dec.

t corporation, and has voted against such amendment or consolidation may request an assessment and redemption of his/her stocks in such corporation as provided in § 3733 of this title.\nHistory —Dec. 16, 2009, No. 164, added as § 23.05 on Dec. 22, 2015, No. 233, § 8, eff. 90 days after Dec. 22, 2015.