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2005 LAWS OF MARYLAND
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Ch. 586
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(C) A CERTIFICATE OF NOTICE MAY NOT:
(1) AMEND, SUPPLEMENT, OR CORRECT THE CHARTER OF THE
CORPORATION IN ANY MANNER; OR
(2) AFFECT ANY RIGHTS OR LIABILITIES OF STOCKHOLDERS, WHETHER
OR NOT ACCRUED OR INCURRED BEFORE THE CERTIFICATE OF NOTICE IS FILED.
(D) A CERTIFICATE OF NOTICE IS NOT A PART OF THE CHARTER OF A
CORPORATION.
(E) A DIRECTOR OF A CORPORATION IS NOT REQUIRED TO AUTHORIZE OR
DIRECT THE FILING OF A CERTIFICATE OF NOTICE.
(F) A CORPORATION IS NOT REQUIRED TO FILE A CERTIFICATE OF NOTICE
FOR ANY PURPOSE, INCLUDING TO INDICATE THAT THERE HAS BEEN A CHANGE TO
THE FACTS OR INFORMATION CONTAINED IN A PREVIOUSLY FILED CERTIFICATE OF
NOTICE.
(G) A CERTIFICATE OF NOTICE SHALL BE EXECUTED IN THE MANNER
REQUIRED FOR CHARTER DOCUMENTS BY § 1-301 OF THIS TITLE.
2-206.
(d) Notwithstanding any other provision of this article THE MARYLAND
GENERAL CORPORATION LAW, a corporation may issue shares of its stock [to up to
100 persons] without consideration for the purpose of qualifying the corporation as a
real estate investment trust under the Internal Revenue Code.
2-418.
(d) Unless limited by the charter:
(1) A director who has been successful, on the merits or otherwise, in the
defense of any proceeding referred to in subsection (b) of this section, OR IN THE
DEFENSE OF ANY CLAIM, ISSUE, OR MATTER IN THE PROCEEDING, shall be
indemnified against reasonable expenses incurred by the director in connection with
the proceeding, CLAIM, ISSUE, OR MATTER IN WHICH THE DIRECTOR HAS BEEN
SUCCESSFUL.
(2) A court of appropriate jurisdiction, upon application of a director and
such notice as the court shall require, may order indemnification in the following
circumstances:
(i) If it determines a director is entitled to reimbursement under
paragraph (1) of this subsection, the court shall order indemnification, in which case
the director shall be entitled to recover the expenses of securing such reimbursement;
or
(ii) If it determines that the director is fairly and reasonably
entitled to indemnification in view of all the relevant circumstances, whether or not
the director has met the standards of conduct set forth in subsection (b) of this section
or has been adjudged liable under the circumstances described in subsection (c) of this
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