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Session Laws, 1949
Volume 590, Page 1102   View pdf image (33K)
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1102 LAWS OF MARYLAND. [CH. 451

and powers in whole or in part for those set forth in the
charter; the changing of the corporate business; the
changing of the corporate name; the changing of the loca-
tion of the principal office; the increasing of the author-
ized capital stock by increasing the number of shares
thereof and the classification, if desired, of such increase;
the decreasing of the authorized but unissued capital stock
by reducing the number of shares thereof; the changing
of the number and/or par value of issued or unissued
shares of the capital stock or of any class thereof; the
changing of shares haying a par value into shares without
par value, or shares without par value into shares having a
par value, either with or without increasing or decreasing
the number of issued or unissued shares; the classification
or reclassification of all or any part of the capital stock;
and the making of any other amendment of the charter
that may be desired, provided that such amendment shall
contain or omit only such provisions as it would be lawful
or proper to insert in or omit from an original certificate
of incorporation made at the time of making such amend-
ment. No amendment of the charter of a corporation shall
be valid which changes the terms of any of the outstand-
ing stock, in the absence of a reservation in the charter of
the right to make such amendment, unless such change in
the terms thereof shall have been authorized in compli-
ance with Sub-section (b) of this Section, or in the manner
prescribed by the applicable provisions of Sections 33, 34,
35 and 37 of this Article, and in compliance with Sub-
section (d) of this section when applicable.

(b) If any such amendment shall change the terms of
any class of the outstanding stock of a corporation, in the
absence of a reservation in the charter of the right to
make such amendment, the holders of stock of such class,
although not entitled to vote on such amendment, shall be
entitled to the same notice of any meeting of stockholders
called as provided in Section 29 of this Article to take
action on such amendment as stockholders entitled to vote
thereon, and shall be entitled at such meeting to register
a protest against such amendment. Any holder of stock
of any class adversely affected by such change of terms
who, at such meeting shall have voted, or (in the case of
a stockholder entitled to register a protest) registered a
protest, against such amendment, may, when there is no
reservation in the charter of the right to make such
amendment, make upon the corporation a written demand
for payment for his stock, and shall thereupon be entitled
to receive an amount equal to the fair value thereof on
the effective date of such amendment without regard to

 

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Session Laws, 1949
Volume 590, Page 1102   View pdf image (33K)
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