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Statutes Text

Article - Corporations and Associations


    (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.

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