Maryland Code, CORPORATIONS AND ASSOCIATIONS 2-607
Terms Used In Maryland Code, CORPORATIONS AND ASSOCIATIONS 2-607
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- including: means includes or including by way of illustration and not by way of limitation. See
- state: means :
(1) a state, possession, territory, or commonwealth of the United States; or
(2) the District of Columbia. See
(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 § 2-604(b) 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.