MARVIN MANDEL, Governor

1671

(3)   ACTION BY STOCKHOLDERS SHALL BE TAKEN BY THE
VOTING OF SHARES OF STOCK AS PROVIDED IN THIS ARTICLE;

(4)    THE STOCKHOLDERS MAY TAKE ANY ACTION FOR WHICH
THIS ARTICLE OTHERWISE WOULD REQUIRE BOTH A RESOLUTION
OF DIRECTORS AND A VOTE OF STOCKHOLDERS;

(5)    BY THE AFFIRMATIVE VOTE OF A MAJORITY OF ALL
THE VOTES ENTITLED TO BE CAST, THE STOCKHOLDERS MAY TAKE
ANY ACTION FOR WHICH THIS ARTICLE OTHERWISE WOULD REQUIRE
A VOTE OF A MAJORITY OF THE ENTIRE BOARD OF DIRECTORS;

(6)    A STATEMENT THAT THE CORPORATION IS A CLOSE
CORPORATION WHICH HAS NO BOARD OF DIRECTORS SATISFIES ANY
REQUIREMENT THAT AN INSTRUMENT FILED WITH THE DEPARTMENT
CONTAIN A STATEMENT THAT A SPECIFIED ACTION WAS TAKEN BY
THE BOARD OF DIRECTORS;

(7)   THE SPECIAL LIABILITIES IMPOSED ON DIRECTORS BY
§§ 2-315(B), (C) , AND (D), AND 2-416 OF THIS ARTICLE AND
THE PROVISIONS OF §§ 2-315(E), 2-410, AND 2-417 OF THIS
ARTICLE APPLY TO THE STOCKHOLDERS OF THE CORPORATION AND,
FOR THIS PURPOSE, "PRESENT" IN §2-410 OF THIS ARTICLE
MEANS PRESENT IN PERSON OR BY PROXY; AND

(8)    A STOCKHOLDER IS NOT LIABLE FOR ANY ACTION
TAKEN AS A RESULT OF A VOTE OF THE STOCKHOLDERS, UNLESS
HE WAS ENTITLED TO VOTE ON THE ACTION.

REVISOR'S NOTE: This section presently appears as
Art. 23, §105 (a), items (1) through (6), and
Art. 23, §105(c), items (1), (2), and (3).

Item (7) of this section is new language
derived without substantive change from Art.
23, §105(c) (1) and (2).

Present Art. 2 3, §106, which provides that
"if a close corporation has a board of
directors, the number of its directors may be
fixed at one or more," is deleted as
unnecessary in light of §4—301.

The only other changes are in style.

SUBTITLE 4. STOCKHOLDERS.

4-401. UNANIMOUS STOCKHOLDERS" AGREEMENT.

(A) GOVERNING THE CORPORATION.

UNDER A UNANIMOUS STOCKHOLDERS' AGREEMENT, THE
STOCKHOLDERS OF A CLOSE CORPORATION MAY REGULATE ANY
ASPECT OF THE AFFAIRS OF THE CORPORATION OR THE RELATIONS