MARVIN MANDEL, Governor

1669

WHICH THE ELECTION TO BE A CLOSE CORPORATION IS MADE;

(2)    IN EACH SUBSEQUENT CHARTER DOCUMENT OF
THE CORPORATION; AND

(3)     ON EACH CERTIFICATE REPRESENTING
OUTSTANDING STOCK OF THE CORPORATION.

(B) ABSENCE OF REFERENCE.

THE STATUS OF A CORPORATION AS A CLOSE CORPORATION
IS NOT AFFECTED BY THE FAILURE OF ANY CHARTER DOCUMENT OR
STOCK CERTIFICATE TO CONTAIN THE REFERENCE REQUIRED BY
THIS SECTION.

REVISOR'S NOTE: This section presently appears as
Art. 23, §100(c).

The word "prominently" has been transferred to
the introductory language of subsection (a) of
this section so as to conform the requirements
of each of items (1) through (3) of the
subsection.

In subsection (a) (3) of this section, the

reference to "issued" stock is deleted as

unnecessary since, if the stock is
"outstanding," it must have been issued.

In subsection (b) of this section, the word
"status" is substituted for the word
"qualification" to avoid the erroneous
inference that a corporation must actively
qualify with some person or agency to become a
close corporation.

The only other changes are in style.

4-203. REMOVAL OF STATEMENT FROM CHARTER.

THE CHARTER OF A CLOSE CORPORATION MAY BE AMENDED TO
REMOTE THE STATEMENT OF ELECTION TO BE A CLOSE
CORPORATION, BUT ONLY BY THE AFFIRMATIVE VOTE OF EVERY
STOCKHOLDER AND EVERY SUBSCRIBER FOR STOCK OF THE
CORPORATION.

REVISOR'S NOTE: This section presently appears as
Art. 23, §100(b).

The only changes are in style.

SUBTITLE 3. BOARD OF DIRECTORS.

4-301. AT LEAST ONE DIRECTOR REQUIRED INITIALLY.