MARVIN MANDEL, Governor

1655

article, contains a provision that the
enactment of this article does not affect the
vested rights of any person.

The only other changes are in style.

SUBTITLE 5. EXTENSION, FORFEITURE, AND REVIVAL OF
CHARTER.

3-501. POWER TO REINSTATE EXPIRED CHARTER AND EXTEND
CORPORATE EXISTENCE.

(A)   GENERAL RULE.

IF THE PERIOD OF EXISTENCE OF A CORPORATION HAS
EXPIRED UNDER THE TERMS OF ITS CHARTER AND IF THE
CORPORATION HAS BEEN IN CONTINUOUS OPERATION SINCE BEFORE
THE DATE OF EXPIRATION, THE CORPORATION, AT ANY TIME
WITHIN THREE YEARS AFTER THE DATE OF EXPIRATION, MAY
REINSTATE ITS CHARTER AND EXTEND ITS EXISTENCE FOR AN
ADDITIONAL PERIOD OR IN PERPETUITY, BY FILING ARTICLES OF
EXTENSION AS PROVIDED IN THIS SECTION.

(B)       DIRECTOR'S ACTION.

THE BOARD OF DIRECTORS OF A CORPORATION PROPOSING TO
REINSTATE ITS CHARTER AND EXTEND ITS EXISTENCE SHALL:

(1)       ADOPT A RESOLUTION WHICH DECLARES THAT
THE REINSTATEMENT AND EXTENSION IS ADVISABLE; AND

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

(C)       NOTICE TO STOCKHOLDERS.

NOTICE WHICH STATES THAT A PURPOSE OF THE MEETING
WILL BE TO ACT ON THE PROPOSED REINSTATEMENT AND
EXTENSION SHALL BE GIVEN BY THE CORPORATION IN THE MANNER
REQUIRED BY TITLE 2 OF THIS ARTICLE TO:

(I)   EACH STOCKHOLDER ENTITLED TO VOTE ON THE
PROPOSED REINSTATEMENT AND EXTENSION; AND

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

(D)   STOCKHOLDER APPROVAL.

THE PROPOSED REINSTATEMENT AND EXTENSION SHALL BE
APPROVED BY THE STOCKHOLDERS OF THE CORPORATION BY THE