HARRY HUGHES, Governor

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(1)  Redeem shares of its own stock [subject to
redemption] THAT THE CHARTER PROVIDES ARE REDEEMABLE; or

(2)  Exchange convertible shares.

(b) Subject to the provisions of its charter and §
2-311 of this subtitle, if authorized by its board of
directors, a corporation may acquire shares of its own stock
in all other cases, including:

(1)  Purchase of stock [subject to redemption]
THAT THE CHARTER PROVIDES IS REDEEMABLE; or

(2)  Gift or legacy.

2-311.

(a) (1) A corporation may not purchase or redeem
shares of its stock [subject to redemption] THAT THE CHARTER
PROVIDES ARE REDEEMABLE AT THE TIME OF THE REDEMPTION OR
PURCHASE for a consideration greater than either:

(i) The redemption price at the time of
the acquisition; or

(ii) Unless a sinking fund or similar
provision of the charter requires otherwise, the net asset
value per share.

(2) In determining net asset value per share
under this subsection, assets are attributable to the
classes of stock in the order of their respective seniority.
However, in the case of redeemable stock the amount may not
exceed the current redemption price.

2-313.

(a) If a corporation acquires shares of its own stock
[subject to redemption] THAT THE CHARTER PROVIDES ARE
REDEEMABLE, or convertible shares of its own stock
surrendered for conversion, the shares are retired
automatically [without a proceeding for a reduction in
stated capital].

SECTION 2. AND BE IT FURTHER ENACTED, That this Act
shall take effect July 1, 1981.

Approved May 12, 1981.

CHAPTER 320
(Senate Bill 853)