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Session Laws, 1967
Volume 681, Page 1311   View pdf image (33K)
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SPIRO T. AGNEW, Governor                      1311

oath by the chairman or secretary of the meeting at which such
amendment was approved [.], or by the president, a vice-president,
the secretary or an assistant secretary of the corporation.

13. Restatement of Charter.

(a) Any corporation of this State may, from time to time, upon
authorization of such action by vote of a majority of the entire board
of directors, file for record with the [Commission] Department
articles of restatement of the charter of the corporation as provided,
and subject to the condition set forth, in this section.

(c)    In each such restatement of the charter, the articles of re-
statement (1) shall set forth the then post office address of the
principal 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 provi-
sions of the charter which have been eliminated therefrom by amend-
ment. [The provisions of this subsection shall not be construed to
require any statements of facts with respect to a principal office of
the corporation in this State, any resident agent or resident agents,
or the number or names of directors except in cases where, for the
particular corporation, statements as to such facts were given in a
prior charter paper.]

(d)    The articles of restatement of the charter 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 of restatement of the
charter with respect to authorization thereof by the board of direc-
tors shall be verified under oath by the chairman or the secretary
of the meeting of the board of directors at which such restatement
of the charter was authorized[.] , or by the president, a vice-presi-
dent, the secretary or an assistant secretary of the corporation.

(e)    No amendment of the charter of any corporation of this
State shall be effected by the filing for record with the [Commission]
Department of articles of restatement of the charter except as in this
section specifically permitted.

(f)  Upon acceptance for record by the [Commission] Department
of any articles of restatement of the charter, such restatement of the
charter or any duly certified copy thereof from the records of the
[Commission] Department or the Clerk of Court, shall be evidence
of the charter of the corporation and of the facts and corporate
action in such articles required to be stated.

Sec. 4. And be it further enacted, That Sections 14, 15(c)(4)
and 16(b) of Article 23 of the Annotated Code of Maryland (1957
Edition) title "Corporations," subheading "I. Stock Corporations,"

 

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Session Laws, 1967
Volume 681, Page 1311   View pdf image (33K)
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