MARVIN MANDEL, Governor

1547

HOLDER, OR PLEDGEE,

THE FOLLOWING PERSONS ARE NOT PERSONALLY LIABLE TO
THE CORPORATION OR ITS CREDITORS FOR THE UNPAID PORTION
OF THE CONSIDERATION DUE FOR STOCK:

(1)    A TRANSFEREE OR ASSIGNEE WHO ACQUIRES
STOCK OR A SUBSCRIPTION FOR STOCK IN GOOD FAITH AND
WITHOUT KNOWLEDGE OR NOTICE OF THE NONPAYMENT;

(2)    A PERSON WHO HOLDS THE STOCK AS A
FIDUCIARY, ALTHOUGH THE ESTATE IN HIS HANDS [[MAY BE]] IS
LIABLE; AND

(3)   A PLEDGEE OR OTHER PERSON WHO HOLDS STOCK
AS SECURITY.

(C) WHO MAY COLLECT.

THE LIABILITY IMPOSED BY THIS SECTION MAY BE
ENFORCED ONLY BY:

(1)   THE CORPORATION; OR

(2)    ITS RECEIVER OR OTHER PERSON WINDING UP
ITS AFFAIRS.

REVISOR'S NOTE: This section presently appears as
Art. 23, §31.

The only changes are in style.

2-216. PROHIBITED ACTS; PENALTY.

(A)   PROHIBITED ACTS.

A DIRECTOR OR OFFICER OF A CORPORATION MAY NOT
KNOWINGLY AND WILLFULLY:

CHANGE IN THE MEMBERSHIP THEREOF OR SHARE OWNERSHIP
THEREIN; NOR SHALL ANY CONVERTIBLE SECURITIES OF THE
CORPORATION;

(2)   AUTHORIZE OR CONSENT TO THE ISSUANCE OF
STOCK OR CONVERTIBLE SECURITIES OF THE CORPORATION EXCEPT
IN CONFORMITY WITH THE PROVISIONS OF LAW WHICH RELATE TO
THE ISSUANCE; OR

(3)   FALSELY MAKE OR CONSENT TO THE MAKING OF
ANY REQUIRED ENTRY IN THE BOOKS OF THE CORPORATION WITH
RESPECT TO THE ISSUANCE OF STOCK OR CONVERTIBLE
SECURITIES OF THE CORPORATION.

(B)  EFFECT OF BOARD OR CHARTER DETERMINATION.