MARVIN MANDEL, Governor

1667

4-101. DEFINITIONS,

(A)   IN GENERAL.

IN THIS TITLE THE FOLLOWING WORDS HAVE THE MEANINGS
INDICATED.

REVISOR'S NOTE: This subsection is new language used
as the standard introductory language to a
definition section.

(B)   CLOSE CORPORATION.

"CLOSE CORPORATION" MEANS A CORPORATION WHICH ELECTS
TO BE A CLOSE CORPORATION IN ACCORDANCE WITH §4-201 OF
THIS TITLE.

REVISOR'S NOTE: This subsection is new language
derived without substantive change from Art.
23, § 100(a).

It is added to distinguish references to a
"close corporation" from references to any
other type of corporations.

(C)   UNANIMOUS STOCKHOLDERS' AGREEMENT.

"UNANIMOUS STOCKHOLDERS' AGREEMENT" MEANS AN
AGREEMENT TO WHICH EVERY STOCKHOLDER OF A CLOSE
CORPORATION ACTUALLY HAS ASSENTED AND WHICH IS CONTAINED
IN ITS CHARTER OR BYLAWS OR IN A WRITTEN INSTRUMENT
SIGNED BY ALL THE STOCKHOLDERS.

REVISOR'S NOTE: This subsection is new language
derived without substantive change from Art.
23, §104(a).

It is introduced to distinguish more clearly
between a stockholders' agreement authorized
by § 4—401(a) and any other valid agreement
which may be made by the stockholders, as
noted in § 4—401(e). Use of the term
"unanimous stockholders' agreement" obviates
the otherwise necessary, but more awkward,
repetition of the phrase "stockholders'
agreement authorized by §4—401." With respect
to certain persons who are considered by law
to have "actually assented" to a unanimous
stockholders' agreement, see §4—401(c).

4-102. EXECUTION OF DOCUMENTS.

NOTWITHSTANDING ANY CONTRARY PROVISION OF LAW, AN
INDIVIDUAL WHO HOLDS MORE THAN ONE OFFICE IN A CLOSE