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Session Laws, 1999
Volume 796, Page 2642   View pdf image
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(ii) Each stockholder not entitled to vote on the proposed
amendment if the contract rights of his stock, as expressly set forth in the charter,
would be altered by the amendment.

(2) The notice shall include a copy of the amendment or a summary of
the changes it will effect.

[(d)] (E) The proposed amendment shall be approved by the stockholders of
the corporation by the affirmative vote of two thirds of all the votes entitled to be cast
on the matter.

2-605.

(a) Notwithstanding the provisions of § 2-604 of this subtitle, a majority of the
entire board of directors, without action by the stockholders, may amend the charter
of a corporation to:

(1) [Delete from the corporate name the word "The" or the name of a
political subdivision or other geographical location of the State;] CHANGE THE NAME
OF THE CORPORATION; OR

(2) [Abbreviate the word "corporation", "incorporated", "company", or
"limited" in the corporate name;] CHANGE THE NAME OR OTHER DESIGNATION OR
THE PAR VALUE OF ANY CLASS OR SERIES OF STOCK OF THE CORPORATION AND THE
AGGREGATE PAR VALUE OF THE STOCK OF THE CORPORATION.

[(3) Substitute in the corporate name for its respective abbreviation the
word "corporation", "incorporated", "company", or "limited"; or

(4) If the corporation is registered as an open-end company under the
Investment Company Act of 1940, change its corporate name or change the name or
other designation of any class or series of its stock.]

(b) A change in THE name or OTHER designation of a class or series of stock
under subsection [(a)(4)] (A)(2), of this section may not change the preferences,
conversion or other rights, voting powers, restrictions, limitations as to dividends,
qualifications, or terms or conditions of redemption of the class or series of stock.

2-607.

(a) Articles of amendment shall set forth the amendment and state:

(1) That the amendment was advised by the board of directors and
approved by the stockholders; or

(2) That the amendment was approved by a majority of the entire board
of directors and that:

(i) No stock entitled to be voted on the matter was outstanding or
subscribed for at the time of approval; or

(ii) The amendment is limited to a change expressly [permitted by
§ 2-605 of this subtitle] AUTHORIZED BY §§ 2-105(A)(12) AND (C) AND 2-605 OF THIS
TITLE to be made without action by the stockholders [and, if approved under §

 

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Session Laws, 1999
Volume 796, Page 2642   View pdf image
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