WILLIAM DONALD SCHAEFER, Governor

Ch. 242

(IV) IF THERE ARE ANY SHARES OF STOCK WITH PAR
VALUE, THE AGGREGATE PAR VALUE OF ALL THE SHARES OF ALL CLASSES;

(2)  A STATEMENT THAT THE CORPORATION IS REGISTERED AS
AN OPEN-END COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940; AND

(3)  A STATEMENT THAT THE TOTAL NUMBER OF SHARES OF
CAPITAL STOCK THAT THE CORPORATION HAS AUTHORITY TO ISSUE HAS
BEEN INCREASED OR DECREASED BY THE BOARD OF DIRECTORS IN
ACCORDANCE WITH § 2-105(B) OF THIS SUBTITLE.

(C) ARTICLES SUPPLEMENTARY SHALL BE EXECUTED IN THE MANNER
REQUIRED BY TITLE 1 OF THIS ARTICLE.

2-501.

(a) Each corporation shall hold an annual meeting of its
stockholders to elect directors and transact any other business
within its powers.

(B) IF THE CHARTER OR BYLAWS OF A CORPORATION REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940 PROVIDES, THE
CORPORATION MAY NOT BE REQUIRED TO HOLD AN ANNUAL MEETING IN ANY
YEAR IN WHICH NONE OF THE FOLLOWING IS REQUIRED TO BE ACTED ON BY
STOCKHOLDERS UNDER THE INVESTMENT COMPANY ACT OF 1940:

(1)  ELECTION OF DIRECTORS;

(2)  APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT;

(3)  RATIFICATION OF THE SELECTION OF INDEPENDENT
PUBLIC ACCOUNTANTS; AND

(4)  APPROVAL OF A DISTRIBUTION AGREEMENT.
[(b)] (C) The meeting shall be held:

(1)  At the time provided in the bylaws; or

(2)  If the bylaws specify a period not exceeding 31
days during which the meeting may be held, at a time within that
period set by the board of directors.

[(c)] (D) Except as this article, provides otherwise, any
business may be considered at an annual meeting without the
purpose of the meeting having been specified in the notice.

[(d)] (E) The failure to hold an annual meeting does not
invalidate the corporation's existence or affect any otherwise
valid corporate act.

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