1552

LAWS OF MARYLAND

[Ch. 311

(2)   THE BOARD OF DIRECTORS SHALL:

(I)    ADOPT A RESOLUTION WHICH DECLARES THAT
THE CHARTER AMENDMENT, IF ANY, AND THE PROPOSED REDUCTION
IS ADVISABLE; AND

(II)   DIRECT THAT THE PROPOSED REDUCTION AND
ANY CHARTER AMENDMENT BE SUBMITTED FOR CONSIDERATION AT
EITHER AN ANNUAL OR SPECIAL MEETING OF THE STOCKHOLDERS.

(3)    A NOTICE WHICH STATES THAT A PURPOSE OF
THE MEETING WILL BE TO ACT ON THE PROPOSED REDUCTION AND
ANY CHARTER AMENDMENT SHALL BE GIVEN IN THE MANNER
REQUIRED BY SUBTITLE 5 OF THIS TITLE TO EACH STOCKHOLDER
ENTITLED TO VOTE ON THE MATTER.

(4)    THE PROPOSED REDUCTION AND ANY CHARTER
AMENDMENT SHALL BE APPROVED BY THE STOCKHOLDERS OF THE
CORPORATION BY THE AFFIRMATIVE VOTE OF TWO-THIRDS OF ALL
THE VOTES ENTITLED TO BE CAST ON THE MATTER.

(C) FILING ARTICLES.

(1)  IF STATED CAPITAL IS TO BE REDUCED WITHOUT
A CHARTER AMENDMENT, THE CORPORATION SHALL FILE ARTICLES
OF REDUCTION FOR RECORD WITH THE DEPARTMENT; AND

(2)   IF STATED CAPITAL IS TO BE REDUCED WITH A
CHARTER AMENDMENT, THE CORPORATION SHALL FILE ARTICLES OF
AMENDMENT AND REDUCTION FOR RECORD WITH THE DEPARTMENT.

REVISOR'S NOTE: This section presently appears as
Art. 23, §34 (a), (b) , and (c).

Subsection (a) of this section is redrafted to
make clear that stockholder action is
unnecessary.

The last sentence of present §34 (a), which
requires articles of reduction to be filed
when the reduction is accomplished by retiring
shares, is deleted as unnecessary, since
subsection (c) is broad enough to cover this
circumstance.

The provisions of present §34 (d), which exempt
reductions that result from redemptions of
shares subject to redemption and from
cancellations of converted securities, are now
covered by §2—313.

The only other changes are in style.

Subsection (b) of this section contains the