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Ch. 3
LAWS OF MARYLAND
(2) Any restriction not inconsistent with law on the
transferability of stock of any class;
(3) Any provision authorized by this article to be
included in the bylaws;
(4) Any provision which requires for any purpose the
concurrence of a greater proportion of the votes of all classes
or of any class of stock than the proportion required by this
article for that purpose;
(5) A provision which requires for any purpose a
lesser proportion of the votes of all classes or of any class of
stock than the proportion required by this article for that
purpose, but this proportion may not be less than a majority of
all the votes entitled to be cast on the matter;
(6) A provision which divides its directors into
classes and specifies the term of office of each class; [and]
(7) A provision for minority representation through
cumulative voting in the election of directors and the terms on
which cumulative voting rights may be exercised; AND
(8) A PROVISION WHICH VARIES IN ACCORDANCE WITH §
2-405.2(A) OF THIS TITLE THE STANDARDS FOR LIABILITY OF THE
DIRECTORS AND OFFICERS OF A CORPORATION FOR MONEY DAMAGES.
2-405.1.
(c) A person who performs his duties in accordance with the
standard provided in this section has no liability by reason of
being or having been a director of a corporation[, unless, in a
situation to which § 2-419(d) of this subtitle applies, a
contract or transaction is determined not to have been fair and
reasonable to the corporation].
2-405.2.
(A) THE CHARTER OF THE CORPORATION MAY INCLUDE ANY
PROVISION EXPANDING OR LIMITING THE LIABILITY OF ITS DIRECTORS
AND OFFICERS TO THE CORPORATION OR ITS STOCKHOLDERS FOR MONEY
DAMAGES BUT MAY NOT INCLUDE ANY PROVISION WHICH RESTRICTS OR
LIMITS THE LIABILITY OF ITS DIRECTORS OR OFFICERS TO THE
CORPORATION OR ITS STOCKHOLDERS:
(1) TO THE EXTENT THAT IT IS PROVED THAT THE PERSON
ACTUALLY RECEIVED AN IMPROPER BENEFIT OR PROFIT IN MONEY,
PROPERTY, OR SERVICES, FOR THE AMOUNT OF THE BENEFIT OR PROFIT IN
MONEY, PROPERTY, OR SERVICES ACTUALLY RECEIVED;
(2) TO THE EXTENT THAT A JUDGMENT OR OTHER FINAL
ADJUDICATION ADVERSE TO THE PERSON IS ENTERED IN A PROCEEDING
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