MARVIN MANDEL, Governor

1553

standard language used throughout this article
when referring to required approval of a
transaction by a vote of stockholders, for
which notice of the purpose of the Meeting is
required, even in the case of an annual
meeting.

With respect to the required board resolution,
present Art. 23 is somewhat inconsistent in
these circumstances. Some sections require
that the resolution itself direct submission
of the proposal to the stockholders (see,
e.g., present §73), while other sections
merely required the board to direct
submission, presumably by some independent
action. For purposes of. conformity, the
Commission has adopted the latter, more
flexible approach.

With respect to the provisions of these
sections covering the situation where two or
more classes of stock are entitled to vote
separately, see §2—506 and its revisor's note.

Throughout these sections, the requirement
that filing fees be paid to the department
when articles are filed is deleted as
unnecessary. Sec. 1—201 prohibits the
Department from accepting any documents for
record until the required fees are paid. The
filing fees of the department now appear in
Title 1, Subtitle 2 of this article.

The detailed provisions governing the giving
of notice of stockholder's meetings appear in
§2—504 of this article.

The detailed provisions governing execution of
articles are deleted to avoid repetition.
Since most articles are executed in the same
manner, a general provision is inserted in
Title 1 of this article to cover all these
situations. One advantage of this arrangement
is that this provision is located in close
proximity to the provisions replacing present
Art. 23, §§ 123 and 127B (now contained in
Title 1), which provide alternative methods of
acknowledgment and verification.

2-307. ARTICLES OF REDUCTION AND ARTICLES OF AMENDMENT
AND REDUCTION.

(A) CONTENTS OF ARTICLES OF REDUCTION.