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Session Laws, 1967
Volume 681, Page 1310   View pdf image (33K)
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1310                           LAWS OF MARYLAND                      [CH. 649

(d)    Whenever the directors or stockholders approve an amend-
ment to the charter in accordance with the provisions of this section,
articles of amendment shall be filed with the [Commission] Depart-
ment.

(e)    Any number of amendments, or a complete restatement of
the charter, including all previous amendments still in effect as
well as any new amendments, may be submitted to the stockholders
or directors, as the case may be, and voted upon by them, at one
meeting, and any such amendment shall become a part of the charter
or the complete restatement shall constitute the entire charter of the
corporation and supersede all prior charter papers, upon acceptance
for record of the articles of amendment therefor by the [Commis-
sion] Department and payment of the fees and bonus tax, if any,
provided by law. In the case of a complete restatement of the charter
in accordance with this section, the articles of amendment and re-
statement (1) shall set forth the then post office address of the prin-
cipal office of the corporation in this State and the name and post
office address of the then resident agent or resident agents of the
corporation in this State, in lieu of statements as to such facts given
in any prior charter paper of the corporation; (2) shall set forth the
number of directors and the names of those at the time in office, in
lieu of statements as to such facts given in any prior charter paper of
the corporation; (3) may omit all provisions relating solely to one or
more classes of stock if at the time there are no shares of such class
of stock issued and outstanding and the corporation has no authority
to issue any shares thereof; and (4) shall omit any provisions of the
charter which have been eliminated therefrom by amendment.

[(f) At any time within three years after June 1, 1951, the
board of directors of any corporation of this State may, and upon
request of any stockholders shall, file with the Commission articles of
amendment setting forth any by-laws of the corporation in effect on
May 31, 1951, providing (1) for cumulative voting, (2) that any
action may be taken or authorized upon the concurrence of a propor-
tion 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
stockholders 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 corporation, and may at any time there-
after 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)] (f) 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.

(b) The articles of amendment shall be signed and acknowledged
in the name and on behalf of the corporation by the president or a
vice-president, the corporate seal shall be affixed and attested by the
secretary or an assistant secretary, and the matters and facts set
forth in said articles with respect to approval shall be verified under

 

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Session Laws, 1967
Volume 681, Page 1310   View pdf image (33K)
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