1582

LAWS OF MARYLAND

[Ch. 311

(2)    A REQUEST FOR A SPECIAL MEETING SHALL
STATE THE PURPOSE OF THE MEETING AND THE MATTERS PROPOSED
TO BE ACTED ON AT IT.

(3)   THE SECRETARY SHALL:

(I)     INFORM THE STOCKHOLDERS WHO MAKE THE
REQUEST OF THE REASONABLY ESTIMATED COST OF PREPARING AND
MAILING A NOTICE OF THE MEETING; AND

(II)   ON PAYMENT OF THESE COSTS TO THE
CORPORATION, NOTIFY EACH STOCKHOLDER ENTITLED TO NOTICE
OF THE MEETING.

(C) WHEN MEETING NEED NOT BE CALLED.

UNLESS REQUESTED BY STOCKHOLDERS ENTITLED TO CAST A
MAJORITY OF ALL THE VOTES ENTITLED TO BE CAST AT THE
MEETING, A SPECIAL MEETING NEED NOT BE CALLED TO
CONSIDER ANY MATTER WHICH IS SUBSTANTIALLY THE SAME AS A
MATTER VOTED ON AT ANY SPECIAL MEETING OF THE
STOCKHOLDERS HELD DURING THE PRECEDING 12 MONTHS.

REVISOR'S NOTE: This section presently appears as
Art. 23, §38(c).

Reference in subsection (a)(3) of this section
to the right of an "officer" to call a special
meeting is deleted as unnecessary since an
officer would be a "person."

Subsection (b) of this section is redrafted to
insure notice to those stockholders entitled
to "notice of the meeting" rather than those
merely "entitled to vote at the meeting,"
This conforms with §2—504. See, e.g., §2-604
which requires notice to certain stockholders
even though not entitled to vote.

The only other changes are in style.

2-503. PLACE OF MEETINGS.

MEETINGS OF STOCKHOLDERS SHALL BE HELD AT ANY PLACE
IN THE UNITED STATES AS IS:

(1)   PROVIDED IN THE BYLAWS; OR

(2)    SET BY THE BOARD OF DIRECTORS UNDER THE
PROVISIONS OF THE BYLAWS.

REVISOR'S NOTE: This section presently appears as
Art. 2 3, §38 (a).