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PARRIS N. GLENDENING, Governor
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Ch. 642
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CHAPTER 642
(House Bill 851)
AN ACT concerning
Corporations and Real Estate Investment Trusts - Miscellaneous Provisions
FOR the purpose of altering the manner in which certificates of correction may be
executed; providing that certain officers of certain entities may execute certain
documents; providing that articles of incorporation may include a certain
provision; providing that provisions of the bylaws of a corporation or a real
estate investment trust may be made dependent on certain facts ascertainable
outside the bylaws; providing that the term "future director" may be defined in
a stockholder rights plan; altering certain provisions of law governing the
issuance of stock or convertible securities; clarifying that certain provisions of
law governing the issuance of stock and convertible securities do not apply to
certain consolidations, mergers, or share exchanges; authorizing a corporation
or real estate investment trust to issue shares without consideration to up to a
certain number of persons for certain purposes; altering the minimum number
of directors a corporation is required to have; authorizing the charter of a
corporation to provide that the voting powers of directors may vary among the
directors; authorizing the board of directors of a corporation or the board of
trustees of a real estate investment trust to establish certain committees;
authorizing the charter or bylaws of a corporation or real estate investment
trust or certain agreements to which the corporation or real estate investment
trust is a party to provide for the establishment of certain committees of boards
of directors or boards of trustees under certain circumstances; prohibiting a
corporation from indemnifying a director or advancing expenses for a certain
proceeding under certain circumstances; altering certain provisions of law
governing stockholder consent without a meeting; clarifying that certain
provisions of law with respect to mergers apply only to Maryland corporations;
altering the circumstances under which a stockholder is not entitled to exercise
certain appraisal rights; providing when a meeting of stockholders of a
registered investment company must be held after the revival of its charter;
altering the time during which the board of directors of a corporation or the
board of trustees of a real estate investment trust may exempt certain
transactions with certain persons from certain laws governing business
combinations; altering certain exemptions from certain laws governing business
combinations and control share acquisitions; conforming certain provisions of
the Maryland REIT Law relating to trustee removal to certain provisions of the
Maryland General Corporation Law; clarifying that a real estate investment
trust has the power to make certain investments; establishing certain short
titles; altering certain definitions; defining a certain term; making certain
stylistic, technical, and conforming changes; providing for the application of
certain provisions of this Act; and generally relating to Maryland corporations
and Maryland real estate investment trusts.
BY repealing and reenacting, with amendments,
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