Ch. 281                                          LAWS OF MARYLAND

[2-310.

(a)  Subject to the provisions of its charter and § 2-311 of
this subtitle, a corporation may:

(1)  Redeem shares of its own stock 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 that the charter provides is
redeemable; or

(2)  Gift or legacy.

(c)  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 to:

(1)  Eliminate fractional shares;

(2)  Collect or compromise a corporate debt or claim,
if done in good faith; or

(3)  Satisfy or compromise a claim of an objecting
stockholder under Title 3, Subtitle 2 of this article.]

2-310.

(A)  (1) A SUBJECT TO THE PROVISIONS OF ITS CHARTER AND §
2-311 OF THIS SUBTITLE, IF AUTHORIZED BY ITS BOARD OF DIRECTORS,
A CORPORATION MAY ACQUIRE THE CORPORATION'S OWN SHARES.

(2) SHARES ACQUIRED UNDER PARAGRAPH (1) OF THIS
SUBSECTION CONSTITUTE AUTHORIZED BUT UNISSUED SHARES.

(B)  IF THE CHARTER PROHIBITS THE ISSUANCE OF ACQUIRED
SHARES, THE NUMBER OF AUTHORIZED SHARES IS REDUCED BY THE NUMBER
OF SHARES ACQUIRED, EFFECTIVE ON AMENDMENT OF THE CHARTER.

(C)(1) NOTWITHSTANDING THE PROVISIONS OF § 2-604 OF THIS
SUBTITLE, A MAJORITY OF THE ENTIRE BOARD OF DIRECTORS MAY:

(C) (1) UNDER THE PROVISIONS OF SUBTITLE 6 OF THIS TITLE,
THE STOCKHOLDERS OF A CORPORATION MAY:

(I) ADOPT ARTICLES OF AMENDMENT UNDER THIS
SECTION WITHOUT STOCKHOLDER ACTION; AND

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