1600

LAWS OF MARYLAND

[Ch. 311

(A)   GENERAL RULE.

IF AUTHORIZED BY A MAJORITY OF THE ENTIRE BOARD OF
DIRECTORS, A CORPORATION MAY RESTATE ITS CHARTER AS
PROVIDED IN THIS SECTION.

(B)   CONTENTS OF ARTICLES.

ARTICLES OF RESTATEMENT SHALL INCLUDE EVERY
CHARTER PROVISION CURRENTLY IN EFFECT, CHITTING ONLY
PROVISIONS WHICH THIS SECTION SPECIFICALLY PERMITS TO BE
OMITTED, AND SHALL STATE:

(1)    THAT THE CORPORATION DESIRES TO RESTATE
ITS CHARTER AS CURRENTLY IN EFFECT;

(2)    THAT THE PROVISIONS SET FORTH IN THE
ARTICLES OF RESTATEMENT ARE ALL THE PROVISIONS OF THE
CHARTER CURRENTLY IN EFFECT;

(3)   THAT THE RESTATEMENT OF THE CHARTER HAS
BEEN APPROVED BY A MAJORITY OF THE ENTIRE BOARD OF
DIRECTORS;

(4)   THAT THE CHARTER IS NOT AMENDED BY
THE ARTICLES OF RESTATEMENT;

(5)   THE CURRENT ADDRESS OF THE PRINCIPAL
OFFICE OF THE CORPORATION;

(6)     THE NAME AND ADDRESS OF THE
CORPORATION'S CURRENT RESIDENT AGENT; AND

(7)       THE NUMBER OF DIRECTORS OF THE
CORPORATION AND THE NAMES OF THOSE CURRENTLY IN OFFICE.

(C)   PROVISIONS NOT REQUIRED.

ARTICLES OF RESTATEMENT MAY OMIT ALL PROVISIONS
WHICH RELATE SOLELY TO A CLASS OF STOCK IF, AT THE TIME:

(1)     THERE ARE NO SHARES OF THE CLASS
OUTSTANDING; AND

(2)     THE CORPORATION HAS NO AUTHORITY TO
ISSUE ANY SHARES OF THE CLASS.

(D)   PROHIBITED PROVISIONS.

ARTICLES OF RESTATEMENT MAY NOT CONTAIN:

(1) ANY PROVISIONS OF THE CHARTER WHICH HAVE
BEEN ELIMINATED FROM IT BY AMENDMENT;