WILLIAM DONALD SCHAEFER, Governor                        Ch. 4

directors and certain other persons; and making this Act an
emergency measure.

BY adding to

Article - Corporations and Associations

Section 2-405.2

Annotated Code of Maryland

(1985 Replacement Volume and 1987 Supplement)

BY repealing and reenacting, with amendments,

Article - Corporations and Associations

Section 2-104(b), 2-405.1(c), and 2-418(b), (e)(1), (f),

(g), and (k)
Annotated Code of Maryland
(1985 Replacement Volume and 1987 Supplement)

SECTION 1. BE IT ENACTED BY THE GENERAL ASSEMBLY OF
MARYLAND, That the Laws of Maryland read as follows:

Article - Corporations and Associations

2-104.

(b) The articles of incorporation may include:

(1)  Any provision not inconsistent with law which
defines, limits, or regulates the powers of the corporation, its
directors and stockholders, any class of its stockholders, or the
holders of any bonds, notes, or other securities which it may
issue;

(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;

- 745 -