MARVIN MANDEL, Governor

1601

(2)   THE ORIGINAL CHARTER PROVISIONS WHICH
CONTAINED THE INFORMATION REQUIRED BY SUBSECTION (B) (5),

(6) , AND (7) OF THIS SECTION, IF THEY ARE NO LONGER
CURRENT; OR

(3)     ANY AMENDMENT TO THE CHARTER OF THE
CORPORATION.

REVISOR'S NOTE: This section presently appears as
Art. 23, §13(a) through (c) and (e).

Language in present §13(b)(2) and (e)
prohibiting any amendment to a charter in a
restatement, "except as in this section
specifically permitted," is deleted as
anomolous. Sec. 13 nowhere authorizes the
malting of any amendment to the charter.

If the corporation wishes to both amend and
restate its charter, it must follow the
procedures of §2—609 and "amend and restate"
its charter with stockholder approval, rather
than merely "restating" it.

The only other changes are in style.

2-609. AMENDMENT AND RESTATEMENT OF CHARTER.

(A)   APPROVAL OF RESTATEMENT BY STOCKHOLDERS.

A COMPLETE RESTATEMENT OF THE CHARTER MAY BE
SUBMITTED FOR APPROVAL IN THE MANNER REQUIRED FOR A
CHARTER AMENDMENT TO A MEETING OF THE CORPORATION'S
STOCKHOLDERS OR DIRECTORS, AS THE CASE MAY BE.

(B)   AMENDMENT AND RESTATEMENT OF CHARTER.

IF THE RESTATEMENT IS SUBMITTED FOR APPROVAL IN THE
MANNER REQUIRED FOR A CHARTER AMENDMENT, ANY AMENDMENTS
TO THE CHARTER APPROVED AT THE MEETING MAY BE INCLUDED IN
THE RESTATEMENT.

(C)    CONTENTS OF ARTICLES OF AMENDMENT AND
RESTATEMENT.

ARTICLES OF AMENDMENT AND RESTATEMENT SHALL INCLUDE
THE PROVISIONS REQUIRED TO BE INCLUDED IN BOTH ARTICLES
OF AMENDMENT AND ARTICLES OF RESTATEMENT.

REVISOR'S NOTE: This section   is new language derived

without substantive       change from those

provisions of Art. 23,   Â§11(e) which relate to

charter restatements and restatements and
amendments.