MARVIN MANDEL, Governor

1597

The only other changes are in style.

2-604. CHARTER AMENDMENT - STOCK OUTSTANDING OR
SUBSCRIBED FOR.

(A)        GENERAL RULE.

IF THERE IS ANY STOCK OUTSTANDING OR SUBSCRIBED FOR
ENTITLED TO BE VOTED ON THE CHARTER AMENDMENT, IT SHALL
BE APPROVED AS PROVIDED IN THIS SECTION.

(B)        DIRECTORS' ACTION.

THE BOARD OF DIRECTORS OF A CORPORATION PROPOSING A
CHARTER AMENDMENT SHALL:

(1)    ADOPT A RESOLUTION WHICH SETS FORTH THE
PROPOSED AMENDMENT AND DECLARES THAT IT IS ADVISABLE; AND

(2)   DIRECT THAT THE PROPOSED AMENDMENT BE
SUBMITTED FOR CONSIDERATION AT EITHER AN ANNUAL OR A
SPECIAL MEETING OF THE STOCKHOLDERS.

(C)   NOTICE TO STOCKHOLDERS.

(1) NOTICE WHICH STATES THAT A PURPOSE OF THE
MEETING WILL BE TO ACT ON THE PROPOSED AMENDMENT SHALL BE
GIVEN BY THE CORPORATION IN THE MANNER REQUIRED BY
SUBTITLE 5 OF THIS TITLE TO:

(1)          EACH STOCKHOLDER ENTITLED TO VOTE ON THE
PROPOSED AMENDMENT; AND

(II) EACH STOCKHOLDER NOT ENTITLED TO VOTE ON
THE PROPOSED AMENDMENT [[BUT WHOSE]] IF THE CONTRACT
RIGHTS OF HIS STOCK, AS EXPRESSLY SET FORTH IN THE
CHARTER, WOULD BE ALTERED BY THE AMENDMENT.

(2)       THE NOTICE SHALL INCLUDE A COPY OF THE
AMENDMENT OR A SUMMARY OF THE CHANGES IT WILL EFFECT.

(D) STOCKHOLDER APPROVAL.

THE PROPOSED AMENDMENT SHALL BE APPROVED BY THE
STOCKHOLDERS OF THE CORPORATION BY THE AFFIRMATIVE VOTE
OF TWO-THIRDS OF ALL THE VOTES ENTITLED TO BE CAST ON THE
MATTER.

REVISOR'S NOTE: This section   is new language derived

from Art. 23, §11(c).      As revised, it conforms

with the language used in §2—306. See

revisor's note to that   section.

For provisions governing approval of an