784 ARTICLE 23

of all of such stock at the time outstanding, by vote at a meeting or in
writing with or without a meeting; and in the case of any such change
of terms of outstanding stock, the articles of amendment shall, in addition,
to other matters required by law, affirmatively set forth that the holders of
such stock have duly authorized such change of terms. The word "terms"
as used in this section in reference to stock is intended to mean only the
contract rights of the holders thereof as expressed in the charter and shall
be so construed.

Change in corporate structure authorized by majority vote of directors and vote of
holders of two-thirds of outstanding shares held to be valid. McQuillen v. Nat. Cash
Register Co., 27 F. Supp. 639.

Under secs. 82 to 87 of the Code of 1904, it was held that the expression of a par-
ticular mode for the decrease of capital stock excluded any different method. Hence,
a trust company cannot purchase its own stock, and thus diminish its capital. Md. Trust
Co. v. Mechanics' Bank, 102 Md. 617; Burke v. Smith, 111 Md. 626.

The distinction pointed out between meetings called under sec. 84 of the Code of
1904 and under sec. 6 of the same Code (see sec. 19). A meeting for the purpose of
issuing preferred stock, held to have been properly called under the former section.
Heller v. Marine Bank, 89 Md. 620.

The power of a corporation to change its articles of association under sec. 55 of
the Code of 1904, applied in the case of the separation of a local lodge from a grand
lodge. Goodman v. Jedidjah Lodge, 67 Md. 125.

Cases cited in first note to this section, distinguished. Where there is a condi-
tional issue and sale of stock, it may be returned to the company upon the happen-
ing of the event specified in the contract. Williams v. Md. Glass Corp., 134 Md. 330.

Cited but not construed in Perkins v. LeViness, 134 Md. 265.

Sec. 82 of the Code of 1904 referred to in construing sec. 72 of that Code—see notes
to sec. 82. Booth v. Campbell, 37 Md. 529.

See sec. 434, and notes to secs. 29, 31, 43 and 403.

An. Code, 1924, sec. 29. 1912, sec. 25. 1904, sec. 55. 1888, sec. 47. 1868, ch. 471, sec. 42.

1890, ch. 339. 1892, ch. 39. 1894, ch. 557. 1908, ch. 240, sec. 25. 1916, ch. 596,

sec. 25. 1920, ch. 327, sec. 25.

29. Such amendment or amendments shall be made in the manner fol-
lowing: (1) The board of directors shall pass a resolution declaring that
such amendment or amendments is or are advisable and calling a meeting
of stockholders or members to take action thereon. The meeting of the
stockholders or members shall be duly warned in the manner provided in
Section 18 of this Article. If two-thirds of all the shares (or, if two or
more classes of shares have been issued, two-thirds of each class), out-
standing and entitled to vote, or two-thirds of the members vote in favor
of such amendment or amendments, articles of amendment setting forth
such amendment or amendments and stating that the same has or have been
duly advised by the board of directors and adopted by the stockholders
or members shall be signed and acknowledged in the name and on behalf
of the corporation by the president or a vice-president with the corporate
seal attached, attested by the secretary or an assistant secretary, and the
matters and facts set forth in said articles of amendment shall be verified
under oath by the chairman or the secretary of the meeting of the members
or stockholders at which such amendment or amendments was or were
adopted. Such articles of amendment, together with a copy thereof, shall
be delivered to the State Tax Commission which, upon the payment, and
not before, of the recording fees for which provision is hereinafter made,
and, if the amount of the authorized capital stock be increased thereby, upon
the payment and not before, of the bonus tax prescribed by law, if any
payable, as in the case of a certificate of incorporation, shall receive the
same for record and endorse thereon the date and time of such receipt and
promptly record the same as in the case of a certificate of incorporation.
After such recording the State Tax Commission shall transmit the copy of
such articles of amendment, duly certified by it, to the Clerk of the Circuit
or Superior Court (according to the location of the principal office of the