SPIRO T. AGNEW, Governor                       1517

come effective under the Federal Securities Act of 1933, as now or
hereafter amended, shall be an acceptable summary for the purposes
of this section. In lieu of such full statement or summary, there may
be set forth upon the face or back of the certificate a statement that
the corporation will furnish to any stockholder upon request and
without charge, a full statement of such information.

Every certificate representing shares which are restricted or lim-
ited as to transfer ability by the corporation issuing such shares shall
either (i) set forth upon the face or back of the certificate a full
statement of such restriction or limitation or (ii) state that the
corporation will furnish such a statement upon request and without
charge to any holder of such shares. Nothing in this paragraph
shall be deemed to affect the provisions of Section 8-204 of
Article 95B.

30. Stockholders' Pre-emptive Rights.

(b) (7) Shares issued and sold (including treasury shares) to the
corporation's officers or other employees or to the officers or other
employees of any subsidiary corporation upon such terms and con-
ditions as are approved by the affirmative vote of two-thirds of all
the votes of stockholders entitled to be cast with respect thereto.

32. Acquisition, Retention and Disposition of Own Stock.

(a) (3) Acquire shares of its own stock upon authorization of the
board of directors (i) to eliminate fractional shares, (ii) to collect
or compromise in good faith a debt due to or a claim of or against
the corporation, or (iii) to satisfy or compromise claims of objecting
stockholders entitled to payment for their stock pursuant to this
Article;

34.    Reduction of Stated Capital.

(c)    If the reduction is to be effected without amending the char-
ter, the corporation shall file for record with the [Commission]
Department articles of reduction, accompanied by the fees provided
by law. If the charter is to be amended, the corporation shall file for
record with the [Commission] Department articles of amendment
and reduction, accompanied by the fees provided by law.

35.    Articles of Reduction

(c) The articles of reduction, or articles of reduction and amend-
ment, 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 assistant secre-
tary, and the matters and facts set forth in said articles with respect
to authorization or approval shall be verified under oath by the chair-
man or the secretary of the meeting at which the action was finally
authorized or approved, or by the president, a vice-president, the
secretary or an assistant secretary of the corporation.

38. Meetings of Stockholders.

(a) All meetings of stockholders shall be held in this State or at
such other place within the United States as may be provided in, or
fixed by the board of directors pursuant to, the by-laws.