HARRY HUGHES, Governor

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organizations which fail to establish and maintain
compliance with the provisions of this Executive Order
and with the criteria, instructions and procedures of
the Secretary of State.

PROCLAMATION OF JUNE 15, 1983

CONVENING THE GENERAL ASSEMBLY OF MARYLAND IN

EXTRAORDINARY SESSION AT ANNAPOLIS, MARYLAND

ON TUESDAY, JUNE 21, 1983

WHEREAS, The General Assembly of Maryland passed House Bill 1030
during its 1983 Regular Session for the purpose of requiring
special voting on certain transactions involving interested
stockholders and making corresponding changes to the
provisions governing the rights of objecting stockholders;

WHEREAS, House Bill 1030 has the effect of replacing the
Maryland Corporate Take-Over Law which the United States
District Court for the District of Maryland found to be
unconstitutional in the case of Bendix Corp. v. Martin
Marietta Corp., 547 F. supp. 522 (D. Md. 1982);

WHEREAS, House Bill 1030 was intended to govern the internal
affairs of companies incorporated under Maryland law and to
protect resident shareholders from corporate takeovers
undertaken in a manner which is not consistent with the best
interests of the corporation or its shareholders;

WHEREAS, House Bill 1030 was vetoed on May 31, 1983 after a
public hearing before the Governor held on May 26, 1983,
because the bill may have unintentionally impeded or
prevented certain transactions which are advantageous to
corporations governed by Maryland law, including mutual
funds incorporated in Maryland; and

WHEREAS, The protections of the Maryland Corporate Take-Over Law
may not be available now to Maryland corporations and
shareholders and the benefits of that desirable legislation
should be reinstated as soon as possible;

NOW, THEREFORE, I, HARRY HUGHES, GOVERNOR OF MARYLAND, PURSUANT
TO THE POWERS VESTED IN ME BY ARTICLE II, SECTION 16 AND
ARTICLE III, SECTION 14 OF THE CONSTITUTION OF MARYLAND, DO
HEREBY PROCLAIM AND CONVENE A SPECIAL AND EXTRAORDINARY
SESSION OF THE GENERAL ASSEMBLY OF MARYLAND TO COMMENCE "AT
10:00 A.M. ON TUESDAY, JUNE 21, 1983 IN THE STATE CAPITOL IN
THE CITY OF ANNAPOLIS FOR THE PURPOSE OF ENACTING