WILLIAM DONALD SCHAEFER, Governor Ch. 713

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

Article - Financial Institutions

3-202.

(c) The articles of incorporation may include [any]:

(1)  ANY provision that requires for any purpose the
concurrence of a greater proportion of the votes of all classes
or of any class of capital stock than the proportion required by
this article for that purpose; AND

(2)  ANY PROVISION THAT DEFINES, LIMITS, OR DENIES THE
PREEMPTIVE RIGHTS OF STOCKHOLDERS TO ACQUIRE ADDITIONAL STOCK OF
THE STATE BANK OR TRUST COMPANY.

3-316.

(A)  UNLESS THE CHARTER PROVIDES OTHERWISE, A STOCKHOLDER
DOES NOT HAVE ANY PREEMPTIVE RIGHTS WITH RESPECT TO:

(1)  STOCK ISSUED TO OBTAIN ANY OF THE CAPITAL
REQUIRED TO INITIATE THE ENTERPRISE OF THE STATE BANK OR TRUST
COMPANY;

(2)  STOCK ISSUED FOR AT LEAST ITS FAIR VALUE IN
EXCHANGE FOR CONSIDERATION OTHER THAN MONEY;

(3)  STOCK REMAINING UNSUBSCRIBED FOR AFTER BEING
OFFERED TO STOCKHOLDERS;

(4)  TREASURY STOCK SOLD FOR AT LEAST ITS FAIR VALUE;

(5)  STOCK ISSUED OR ISSUABLE UNDER AN AGREEMENT OF
MERGER;

(6)  STOCK WHICH IS NOT PRESENTLY ENTITLED TO BE VOTED
IN THE ELECTION OF DIRECTORS ISSUED FOR AT LEAST ITS FAIR VALUE;

(7)  STOCK, INCLUDING TREASURY STOCK, ISSUED TO AN
OFFICER OR OTHER EMPLOYEE OF THE STATE BANK OR TRUST COMPANY OR
ITS SUBSIDIARY ON TERMS AND CONDITIONS APPROVED BY THE
STOCKHOLDERS BY THE AFFIRMATIVE VOTE OF TWO-THIRDS OF ALL THE
VOTES ENTITLED TO BE CAST ON THE MATTER; AND

(8)  ANY OTHER ISSUANCE OF SHARES IF THE APPLICABILITY
OF PREEMPTIVE RIGHTS IS IMPRACTICABLE.

(B)   IN THE ABSENCE OF ACTUAL FRAUD OR GROSS DISPARITY IN
THE DETERMINATION, THE FAIR VALUE OF STOCK DETERMINED BY THE

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