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Maryland Code, Corporations and Associations § 2-607

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(a) Articles of amendment shall set forth the amendment and state:

(1) That the amendment was advised by the board of directors and approved by the stockholders;  or

(2) That the amendment was approved by a majority of the entire board of directors and that:

(i) No stock entitled to be voted on the matter was outstanding or subscribed for at the time of approval;  or

(ii) The amendment is limited to a change expressly authorized by § 2-105(a)(13) of this title or § 2-605 of this subtitle to be made without action by the stockholders.

(b) If the amendment increases the authorized stock of the corporation, the articles of amendment also shall include:

(1) Both as of immediately before the amendment and as amended:

(i) The total number of shares of stock of all classes which the corporation has authority to issue;

(ii) The number of shares of stock of each class;

(iii) The par value of the shares of stock of each class or a statement that the shares are without par value;  and

(iv) If there are any shares of stock with par value, the aggregate par value of all the shares of all classes;  and

(2) If the shares are divided into classes:

(i) A description, as amended, of each class, including the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption;  or

(ii) A statement that the information required by item (i) of this item was not changed by the amendment.

Cite this article: - Maryland Code, Corporations and Associations § 2-607 - last updated December 31, 2021 |

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