Ch. 717

1997 LAWS OF MARYLAND

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

Article - Corporations and Associations

1-301.

(a) Articles supplementary and articles of amendment, restatement, restatement
and amendment, consolidation, merger, share exchange, transfer, and extension and,
except as provided in § 3-406(b) of this article, articles of dissolution shall be executed as
follows:

(1)     They shall be signed and acknowledged for each corporation OR REAL
ESTATE INVESTMENT TRUST party to the articles, by its chairman or vice chairman of
the board of directors OR BOARD OF TRUSTEES, its president or one of its vice
presidents;

(2)     They shall be witnessed or attested by the secretary or an assistant
secretary of each corporation OR REAL ESTATE INVESTMENT TRUST party to the
articles, or, if authorized by the bylaws or resolution of the board of directors OR BOARD
OF TRUSTEES and the articles so state, by any other officer or agent of the corporation
OR REAL ESTATE INVESTMENT TRUST;

(3)     They shall be signed and acknowledged for each other entity party to the
articles by a majority of the entire board of trustees or other governing body; and

(4)     Except as provided in subsection (b) of this section, the matters and
facts set forth in the articles with respect to authorization and approval shall be verified
under oath as follows:

(i) With respect to any Maryland corporation OR REAL ESTATE
INVESTMENT TRUST party to the articles, by the chairman or the secretary of the
meeting at which the articles or transaction were approved, or by the chairman or vice
chairman of the board of directors OR BOARD OF TRUSTEES, president, vice president,
secretary, or assistant secretary of the corporation OR REAL ESTATE INVESTMENT
TRUST;

(ii) With respect to any foreign corporation party to articles of
consolidation, merger, or share exchange, by the president, vice president, secretary, or
assistant secretary of the corporation; and

(iii) With respect to any other Maryland or foreign entity party to the
articles, by the president, vice president, secretary, assistant secretary, managing trustee,
or persons acting in a similar position for the entity,

2-105.

(a) A corporation may provide by its charter:

(1) For one or more classes of stock, the voting rights of each class, and any
restriction on or denial of these rights;

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