Ch. 628                                    1996 LAWS OF MARYLAND

Approved May 23, 1996.

CHAPTER 628
(House Bill 636)

AN ACT concerning

Corporations - Stockholders Meetings

FOR the purpose of authorizing a corporation to include in its charter or bylaws a
provision that alters the circumstances under which stockholders may require a
special meeting to be held; allowing stockholders to participate in meetings by
conference telephone or similar communications equipment under certain
circumstances; providing that participation in a meeting by conference telephone or
similar communications equipment constitutes presence in person at the meeting;
and generally relating to meetings of stockholders of corporations.

BY repealing and reenacting, with amendments,
Article - Corporations and Associations
Section 2-502

Annotated Code of Maryland
(1993 Replacement Volume and 1995 Supplement)

BY adding to

Article - Corporations and Associations

Section 2-502.1

Annotated Code of Maryland

(1993 Replacement Volume and 1995 Supplement)

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

Article - Corporations and Associations

2-502.

(a)     A special meeting of the stockholders of a corporation may be called by:

(1)     The president;

(2)     The board of directors; or

(3)     Any other person specified in the charter or the bylaws.

(b)     (1) Except as provided in [subsection (c)] SUBSECTIONS (C) AND (D) of
this section, the secretary of a corporation shall call a special meeting of the stockholders
on the written request of stockholders entitled to cast at least 25 percent of all the votes
entitled to be cast at the meeting.

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