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Session Laws, 1951
Volume 603, Page 280   View pdf image (33K)
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280 LAWS OF MARYLAND [CH. 135

sion articles of amendment setting forth any by-laws of the
corporation in effect on May 31, 1951, providing (1) for cumu-
lative voting, (2) that any action may be taken or authorized
upon the concurrence of a proportion of votes of all classes
or of any class of stock other than that required by this
Article for such action, or (3) that the presence of stock-
holders entitled to cast a proportion other than a majority of
votes thereat shall constitute a quorum at any stockholders
meeting. Upon the acceptance of such articles of amendment
for record by the Commission, the by-law or by-laws set forth
therein shall constitute a part of the charter of such corpora-
tion, and may at any time thereafter be amended or repealed
in the manner provided in any by-law of such corporation in
effect on May 31, 1951, if such by-law is set forth in said
articles of amendment, or, in the absence of such by-law in the
articles, by majority vote of the stockholders.

(g) Compliance with the provisions of this section shall not
be required in the case of amendments to the charter adopted
pursuant to articles of merger.

12. (Articles of Amendment. ) (a) All articles of amend-
ment shall set forth the amendment to the charter and shall
state either (1) that the amendment has been duly advised
by the board of directors and approved by the stockholders, or
(2) that the amendment has been approved by a majority of
the entire board of directors and (i) there were at the time
of such adoption no shares of stock outstanding and entitled
to vote thereon or (ii) the amendment consists only of a
change in the name of the corporation to delete therefrom the
word "The" or the name of the county or city in which the
corporation was formed.

If the authorized stock of the corporation is increased by
the amendment, the articles shall also set forth—

(1) The total number of shares of all classes theretofore
authorized, and the number and par value of the shares of
each class or a statement that such shares are without par
value and, in the case of shares having par value, the aggre-
gate par value of all such shares of all classes.

(2) The total number of shares of all classes as increased
and the number and par value of the shares of each class or a
statement that such shares are without par value and, in the
case of shares having par value, the aggregate par value of
all such shares of all classes.

(3) If the shares are divided into classes, a description of
each class with the preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, and


 

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Session Laws, 1951
Volume 603, Page 280   View pdf image (33K)
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