MARVIN MANDEL, Governor

1589

ANY MEETING AND MAY NOT BE COUNTED IN DETERMINING THE
TOTAL NUMBER OF OUTSTANDING SHARES ENTITLED TO BE VOTED
AT ANY GIVEN TIME UNLESS THEY ARE HELD BY IT IN A
FIDUCIARY CAPACITY, IN WHICH CASE THEY MAY BE VOTED AND
SHALL BE COUNTED IN DETERMINING THE TOTAL NUMBER OF
OUTSTANDING SHARES AT ANY GIVEN TIME.

(2)        SHARES OF ITS OWN STOCK ARE CONSIDERED

OWNED INDIRECTLY BY THE CORPORATION IF OWNED BY ANOTHER
CORPORATION IN WHICH THE CORPORATION OWNS SHARES ENTITLED
TO CAST A MAJORITY OF ALL THE VOTES ENTITLED TO BE CAST
BY ALL SHARES OUTSTANDING AND ENTITLED TO VOTE.

REVISOR'S NOTE: Subsection (a) of this section
presently appears as Art. 23, §44(a).

In subsection (a) of this section, for
purposes of conformity, the word "registered"
is substituted for "standing."

Subsection (b) of this section presently
appears as Art. 23, §43(b)(1).

The only other changes are in style.

2-510. VOTING TRUST.

ONE OR MORE STOCKHOLDERS OF A CORPORATION MAY CONFER
THE RIGHT TO VOTE OR OTHERWISE REPRESENT THEIR STOCK TO A
TRUSTEE FOR A PERIOD NOT EXCEEDING TEN YEARS BY:

(1)   ENTERING INTO A WRITTEN VOTING TRUST
AGREEMENT WHICH SPECIFIES THE TERMS AND CONDITIONS OF THE
VOTING TRUST;

(2)     DEPOSITING AN EXECUTED COPY OF THE
AGREEMENT WITH THE CORPORATION AT ITS PRINCIPAL OFFICE;
AND

(3)    TRANSFERRING THEIR STOCK FOR PURPOSES OF
THE AGREEMENT TO A TRUSTEE.

REVISOR'S NOTE: This section presently appears as
Art. 23, §45.

The only changes are in style.

2-511. RECORD DATE AND CLOSING OF TRANSFER BOOKS.

(A) DIRECTORS MAY SET.

UNLESS THE BYLAWS PROVIDE OTHERWISE, THE BOARD OF
DIRECTORS MAY SET A RECORD DATE OR DIRECT THAT THE STOCK
TRANSFER BOOKS BE CLOSED FOR A STATED PERIOD FOR THE