242                                          LAWS OF MARYLAND                                   Ch. 33

TO AMEND THE AGREEMENT.

REVISOR'S NOTE: This section presently appears as the last
sentence of Art. 11, § 112(c)(4).

The only changes are in style.

See also revisor's note to § 3-702 of this
subtitle.

3-708. APPROVAL BY STOCKHOLDERS.

(A)   SUBMISSION TO STOCKHOLDERS.

THE AGREEMENT SHALL BE SUBMITTED TO THE STOCKHOLDERS OF
EACH CONSTITUENT BANK FOR APPROVAL BY THEM AT A MEETING
CALLED FOR THAT PURPOSE.

(B)   NOTICE OF MEETING.

(1)   IN ADDITION TO ANY OTHER REQUIRED NOTICE,
THE DIRECTORS OF EACH CONSTITUENT BANK SHALL GIVE 2 WEEKS'
PUBLIC NOTICE OF THE MEETING OF STOCKHOLDERS.

(2)   THE PUBLIC NOTICE SHALL BE PUBLISHED IN AT
LEAST:

(I)   TWO DAILY NEWSPAPERS PUBLISHED IN
BALTIMORE CITY, IF THE CONSTITUENT BANK HAS ITS PRINCIPAL
BANKING OFFICE THERE; OR

(II)   ONE NEWSPAPER PUBLISHED IN THE COUNTY
WHERE THE CONSTITUENT BANK HAS ITS PRINCIPAL BANKING OFFICE.

(3)   EACH NOTICE OF THE MEETING OF STOCKHOLDERS
SHALL STATE THAT OBJECTING STOCKHOLDERS WILL BE ENTITLED TO
PAYMENT OF THE FAIR VALUE OF ONLY THOSE SHARES OF STOCK THAT
ARE VOTED AGAINST APPROVAL OF THE AGREEMENT.

(C)   REQUIRED STOCKHOLDER APPROVAL.

THE AGREEMENT SHALL BE APPROVED BY THE STOCKHOLDERS OF
EACH CONSTITUENT BANK BY THE AFFIRMATIVE VOTE OF TWO THIRDS
OF ALL THE VOTES ENTITLED TO BE CAST ON THE MATTER.

REVISOR'S NOTE: This section is new language derived
without substantive change from the first clause
of the first sentence and the entire second
sentence of Art. 11, § 113(a) and from Art. 11,
§ 113(b).

In subsection (a) of this section, the present
reference to a constituent "State" bank is
deleted as unnecessary in light of § 3-702(b)(2)
and (c) of this subtitle, which specifies that
federal law governs as to a constituent bank that
is a national banking association.