1594

LAWS OF MARYLAND

[Ch. 311

would also be an agent.

In subsection (a) (3) of this section, the
present reference to the principal office "in
this State," is deleted since "principal
office" is defined as being the corporation's
principal office in this State. See § 1—101 of
this article.

The requirements of present Art. 23, §51(b)
that the statement of affairs be "sworn to"
and the stockholder list "certified as
correct" are changed to require that they be
verified under oath. This conforms with the
terminology used elsewhere.

SUBTITLE 6. AMENDMENT OR RESTATEMENT OF CHARTER.

2-601. GENERAL RULE; EXCEPTION.

(A)   GENERAL RULE.

A CORPORATION HAVING CAPITAL STOCK MAY AMEND OR
RESTATE ITS CHARTER AS PROVIDED IN THIS SUBTITLE.

(B)    AMENDMENTS ADOPTED UNDER ARTICLES OF MERGER.

COMPLIANCE WITH THE PROVISIONS OF THIS SUBTITLE IS
NOT REQUIRED IN THE CASE OF A CHARTER AMENDMENT ADOPTED
UNDER ARTICLES OF MERGER.

REVISOR'S NOTE: Subsection (a) of this section is
new language which synthesizes without
substantive change the introductory paragraphs
of Art. 23, §§11(a) and 13(a).

Subsection (b) of this section presently
appears as Art. 23, §11(f).

The only changes are in style.

2-602. POWER TO AMEND CHARTER.

(A) GENERAL RULE; RESTRICTIONS.

A CORPORATION MAY AMEND ITS CHARTER FROM TIME TO
TIME IN ANY RESPECT, PROVIDED THAT:

(1)     THE AMENDMENT MAY CONTAIN ONLY
PROVISIONS WHICH LAWFULLY COULD BE CONTAINED IN
ARTICLES OF INCORPORATION AT THE TIME OF THE AMENDMENT;

(2)    IF THE AMENDMENT EFFECTS A CHANGE IN
STOCK OR IN THE RIGHTS OF STOCKHOLDERS OR EFFECTS AN