MARVIN MANDEL, Governor

1545

(A)    BOARD MAY ESTABLISH CONDITIONS OF REPLACEMENT.

UNLESS THE BYLAWS PROVIDE OTHERWISE, THE BOARD OF
DIRECTORS OF A CORPORATION MAY DETERMINE THE CONDITIONS
FOR ISSUING A NEW STOCK CERTIFICATE IN PLACE OF ONE WHICH
IS ALLEGED TO HAVE BEEN LOST, STOLEN, OR DESTROYED.

(B)   BOND MAY BE REQUIRED.

IN ITS DISCRETION, THE BOARD MAY REQUIRE THE OWNER
OF THE CERTIFICATE TO GIVE BOND, WITH SUFFICIENT SURETY,
TO INDEMNIFY THE CORPORATION AGAINST ANY LOSS OR CLAIM
ARISING AS A RESULT OF THE ISSUANCE OF A NEW CERTIFICATE.

(C) NEW CERTIFICATE NOT TO CONSTITUTE OVERISSUE.

THE ISSUANCE OF A NEW CERTIFICATE UNDER THIS SECTION
DOES NOT CONSTITUTE AN OVERISSUE OF THE SHARES IT
REPRESENTS.

REVISOR'S NOTE: This section presently appears as
Art. 23, §27(e).

In subsection (b) of this section, the present
reference to the "legal representative" of the
owner of the certificate is deleted. The
meaning of the phrase is unclear. If personal
representative is meant, §1—301 of the Estates
and Trusts Article provides that a personal
representative holds legal title to a
decedent's property. If attorney is meant, it
is well settled that where an act is to be
done by a party, it may be done by his
attorney. See, e.g., M.R.3.

The only other changes are in style.

2-214. FRACTIONAL SHARES.

(A) IN GENERAL.

A CORPORATION MAY, BUT IS NOT OBLIGED TO:

(1)   ISSUE FRACTIONAL SHARES OF STOCK;

(2)    ELIMINATE A FRACTIONAL INTEREST BY
ROUNDING OFF TO A FULL SHARE OF STOCK;

(3)     ARRANGE FOR THE DISPOSITION OF A
FRACTIONAL INTEREST BY THE PERSON ENTITLED TO IT;

(4) PAY CASH FOR THE FAIR VALUE OF A
FRACTIONAL SHARE OF STOCK DETERMINED AS OF THE TIME WHEN