MARVIN MANDEL, Governor

1677

In subsection (b)(1) of this section, the
present "three months" period is changed to
"90 days"; since some months contain more days
than other months, this modification will
standardize the required length of time,

The only other changes are in style.

For an explanation of the term "unanimous
stockholders' agreement," see revisor's note
to §4-401(c).

4-504. DENIAL OR RESTRICTION OF VOTING RIGHTS; UNANIMOUS
STOCKHOLDER VOTE.

(A)   DENIAL OR RESTRICTION OF VOTING RIGHTS.

A CLOSE CORPORATION MAY DENY OR RESTRICT THE VOTING
RIGHTS OF ANY OF ITS STOCK AS PROVIDED IN THIS ARTICLE.
NOTWITHSTANDING ANY DENIAL OR RESTRICTION, ALL STOCK
HAS VOTING BIGHTS ON ANY MATTER REQUIRED BY THIS TITLE
TO BE AUTHORIZED BY THE AFFIRMATIVE VOTE OF EVERY
STOCKHOLDER OR EVERY SUBSCRIBER FOR STOCK OF A CLOSE
CORPORATION.

(B)   UNANIMOUS STOCKHOLDER VOTE.

NOTWITHSTANDING THE PROVISIONS OF §2-104(B)(5) OF
THIS ARTICLE, THE CHARTER OF A CLOSE CORPORATION MAY NOT
LOWER THE PROPORTION OF VOTES REQUIRED TO APPROVE ANY
ACTION FOR WHICH THIS TITLE REQUIRES THE AFFIRMATIVE VOTE
OR ASSENT OF EVERY STOCKHOLDER OR EVERY SUBSCRIBER FOR
STOCK OF THE CORPORATION.

REVISOR'S NOTE: This section presently appears as
Art. 23, §103.

The only changes are in style.

SUBTITLE 6. TERMINATION OF EXISTENCE.

4-601. CONSOLIDATION, MERGER, OR TRANSFER OF ASSETS.

A CONSOLIDATION, MERGER, OR TRANSFER OF ASSETS OF A
CLOSE CORPORATION SHALL BE MADE IN ACCORDANCE WITH THE
PROVISIONS OF TITLE 3 OF THIS ARTICLE. HOWEVER, APPROVAL
OF THE PROPOSED TRANSACTION REQUIRES THE AFFIRMATIVE VOTE
OF EVERY STOCKHOLDER OF THE CORPORATION.

REVISOR'S NOTE: This section presently appears as
Art. 23, §110.

The term "transfer of assets," which is
defined in Title 1 of this article is