MARVIN MANDEL, Governor

1541

IF, UNDER A POWER CONTAINED IN THE CHARTER, THE
BOARD OF DIRECTORS CLASSIFIES OR RECLASSIFIES ANY
UNISSUED STOCK BY SETTING OR CHANGING THE PREFERENCES,
CONVERSION OR OTHER RIGHTS, VOTING POWERS, RESTRICTIONS,
LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS, OR [[TIME
OR PRICE]] TERMS OR CONDITIONS OF REDEMPTION, THE BOARD,
BEFORE ISSUING ANY OF THE STOCK, SHALL FILE ARTICLES
SUPPLEMENTARY FOR RECORD WITH THE DEPARTMENT.

(B)   CONTENTS OF ARTICLES SUPPLEMENTARY
ARTICLES SUPPLEMENTARY SHALL INCLUDE:

(1)   A DESCRIPTION OF THE STOCK, INCLUDING THE
PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS,
RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS,
QUALIFICATIONS, AND [[TIME AND PRICE]] TERMS AND
CONDITIONS OF REDEMPTION, AS SET OR CHANGED BY THE BOARD
OF DIRECTORS; AND

(2)   A STATEMENT THAT THE STOCK HAS BEEN
CLASSIFIED OR RECLASSIFIED BY THE BOARD OF DIRECTORS
UNDER THE AUTHORITY CONTAINED IN THE CHARTER.

(C)   EXECUTION OF ARTICLES.

ARTICLES SUPPLEMENTARY SHALL BE EXECUTED IN THE
MANNER REQUIRED BY TITLE 1 OF THIS ARTICLE.

REVISOR'S NOTE: This section presently appears as
Art. 23, §18(b).

In subsection (a) of this section, the
requirement that the articles be "filed" with
the Department is changed to require that they
be filed "for record" to correct an apparent
gap in the present law. This change reflects
current practice and is necessary since
articles supplementary are "charter documents"
which must be filed for record before they
become effective. See Title 1 of this
article.

In subsection (b) of this section, the
reference to "time and price of redemption" is
added to conform to subsection (a) of this
section, as well as present Art. 23, § 18(a),
now § 2-105(9).

The detailed provisions governing execution of
articles now appear in Title 1 of this
article.

The only other changes are in style.