MARVIN MANDEL, Governor                               1555

The only other changes are in style.

With respect to the matters required to be set
forth in articles of amendment, see Subtitle 6
of this title,

2-308. SURPLUS CONSIDERED CAPITAL SURPLUS.

(A)   USES OF SURPLUS.

SUBJECT TO THE LIMITATIONS OF SUBSECTION (B) OF THIS
SECTION, ANY SURPLUS WHICH ARISES FROM A REDUCTION OF
STATED CAPITAL BECOMES CAPITAL SURPLUS AND MAY BE MADE
THE BASIS OF:

(1)      A DISTRIBUTION OR PAYMENT TO
STOCKHOLDERS; AND

(2)      A REDUCTION OF THE LIABILITY OF
STOCKHOLDERS WHOSE SHARES OF STOCK ARE NOT FULLY PAID.

(B)   LIMITATION.

THE NET ASSETS OF THE CORPORATION WHICH REMAIN
AFTER A DISTRIBUTION, PAYMENT, OR REDUCTION OF LIABILITY
SHALL BE AT LEAST EQUAL TO THE AGGREGATE PREFERENTIAL
AMOUNT PAYABLE IN THE EVENT OF VOLUNTARY LIQUIDATION TO
THE HOLDERS OF ALL STOCK HAVING RIGHTS PREFERRED TO THE
RIGHTS OF HOLDERS WHO RECEIVED THE DISTRIBUTION, PAYMENT,
OR WHOSE LIABILITY WAS REDUCED.

REVISOR'S NOTE: This section presently appears as
Art. 23, §36(c).

In this section, for purposes of clarity,
reference to the          "reduction"          of          a

stockholder's liability is substituted for
"release."

The only other changes are in style.

Section 36(a) and (c) now appear in §§ 2—313
and 2—316 of this subtitle.

2-309. DIVIDENDS.

(A) GENERAL RULE.

IF DECLARED BY ITS BOARD OF DIRECTORS AND UNLESS
CONTRARY TO A RESTRICTION CONTAINED IN ITS CHARTER, A
CORPORATION MAY PAY DIVIDENDS ON ITS SHARES IN CASH,
PROPERTY, OR ITS OWN STOCK, SUBJECT TO THE PROVISIONS OF
THIS SECTION.