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Ch. 642 2000 LAWS OF MARYLAND
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AGREEMENT APPROVED BY THE BOARD OF DIRECTORS OF THE CORPORATION TO
WHICH THE CORPORATION IS A PARTY EXPRESSLY PROVIDE OTHERWISE.
2-505.
(A) [Any] EXCEPT AS PROVIDED IN SUBSECTION (B) OF THIS SECTION, ANY
action required or permitted to be taken at a meeting of stockholders may be taken
without a meeting if [the following are filed with the records of stockholders
meetings:
(1) An] A unanimous written consent which sets forth the action and is
signed by each stockholder entitled to vote on the matter IS FILED WITH THE
RECORDS OF STOCKHOLDERS MEETINGS[; and
(2) A written waiver of any right to dissent signed by each stockholder
entitled to notice of the meeting but not entitled to vote at it].
(B) UNLESS THE CHARTER REQUIRES OTHERWISE, THE HOLDERS OF ANY
CLASS OF STOCK OTHER THAN COMMON STOCK, ENTITLED TO VOTE GENERALLY IN
THE ELECTION OF DIRECTORS, MAY TAKE ACTION OR CONSENT TO ANY ACTION BY
THE WRITTEN CONSENT OF THE STOCKHOLDERS ENTITLED TO CAST NOT LESS THAN
THE MINIMUM NUMBER OF VOTES THAT WOULD BE NECESSARY TO AUTHORIZE OR
TAKE THE ACTION AT A STOCKHOLDERS MEETING IF THE CORPORATION GIVES
NOTICE OF THE ACTION TO EACH STOCKHOLDER NOT LATER THAN 10 DAYS AFTER
THE EFFECTIVE TIME OF THE ACTION.
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 authorized by
[§§ 2-105(a)(12) and 2-605] § 2-105(A)(12) OR § 2-605 of this title to be made without
action by the stockholders.
3- 106.
(d) (1) [Unless] IF THE PARENT AND SUBSIDIARY ARE BOTH MARYLAND
CORPORATIONS, AND UNLESS waived by all minority stockholders, at least 30 days
before the articles are filed with the Department, a parent corporation which owns
less than all of the outstanding stock of the subsidiary shall give notice of the
transaction to each of the subsidiary's minority stockholders of record on the date of
giving of the notice or on a record date fixed for that purpose which is not more than
10 days before the date of giving notice.
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- 3314 -
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