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Ch. 642
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2000 LAWS OF MARYLAND
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(1) By the chairman or vice chairman of the board of directors, the CHIEF
EXECUTIVE OFFICER, CHIEF OPERATING OFFICER, president, or any vice president
and witnessed or attested by the secretary or any assistant secretary, or by any other
officer or agent of the corporation who is authorized by the bylaws or resolution of the
board of directors to perform the duties usually performed by the secretary and the
instrument so states;
(2) If it appears from the instrument that there are no such officers, by a
majority of the directors or by such directors as may be designated by the board and
the instrument so states; or
(3) If it appears from the instrument that there are no officers or
directors, by the holders of a majority of outstanding stock.
2-104.
(a) The articles of incorporation shall include:
(3) The purposes for which the corporation is formed OR A STATEMENT
THAT THE CORPORATION MAY ENGAGE IN ANY LAWFUL BUSINESS OR OTHER
ACTIVITY;
2-110.
(D) (1) IN THIS SUBSECTION, "FACTS ASCERTAINABLE OUTSIDE THE
BYLAWS" INCLUDE:
(I) AN ACTION OR DETERMINATION BY ANY PERSON, INCLUDING
THE CORPORATION, ITS BOARD OF DIRECTORS, AN OFFICER OR AGENT OF THE
CORPORATION, AND ANY OTHER PERSON AFFILIATED WITH THE CORPORATION;
(II) ANY AGREEMENT OR OTHER DOCUMENT; OR
(III) ANY OTHER EVENT.
(2) ANY PROVISION OF THE BYLAWS PERMITTED UNDER SUBSECTION
(A) OF THIS SECTION MAY BE MADE DEPENDENT UPON FACTS ASCERTAINABLE
OUTSIDE THE BYLAWS.
2-201.
(c) (1) The board of directors of a corporation may, in its sole discretion:
(i) Set the terms and conditions of rights, options, or warrants
under a stockholder rights plan; and
(ii) Issue rights, options, or warrants under a stockholder rights
plan to designated persons or classes of persons.
(2) The rights, options, or warrants under paragraph (1) of this
subsection may, in the sole discretion of the board of directors, include any limitation,
restriction, or condition that:
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- 3310 -
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