ROBERT L. EHRLICH, JR., Governor

Ch. 301

(iv) If there are any shares of stock with par value, the aggregate
par value of all the shares of all classes;

(2)     A statement that the corporation is registered as an open-end
company under the Investment Company Act of 1940; and

(3)     A statement that the total number of shares of capital stock that the
corporation has authority to issue has been increased or decreased by the board of
directors in accordance with § 2-105(c) of this title.

(c)     Articles supplementary shall be executed in the manner required by Title 1
of this article.

(d)     Articles supplementary are effective as of the later of:

(1)     The time the Department accepts the articles for record; or

(2)     The time established under the articles, not to exceed 30 days after
the articles are accepted for record.

(E) NOTWITHSTANDING SUBSECTION (A)(2) OF THIS SECTION:

(1)  THE STOCK ISSUED BY A CORPORATION PRIOR TO THE TIME THE
ARTICLES SUPPLEMENTARY WITH RESPECT TO THE STOCK ARE EFFECTIVE SHALL
CEASE TO BE VOIDABLE AS A RESULT OF THE FAILURE TO FILE THE ARTICLES
SUPPLEMENTARY AT THE TIME THE ARTICLES SUPPLEMENTARY BECOME
EFFECTIVE; AND

(2)  A RIGHT OR LIABILITY ACCRUED BY REASON OF THE ISSUANCE OF
STOCK BY A CORPORATION PRIOR TO THE TIME THE ARTICLES SUPPLEMENTARY
WITH RESPECT TO THE STOCK ARE EFFECTIVE SHALL BE EXTINGUISHED AT THE
TIME THE ARTICLES SUPPLEMENTARY BECOME EFFECTIVE, EXCEPT TO THE EXTENT
THAT THE PERSON HAVING THE RIGHT OR LIABILITY HAS ACTED DETRIMENTALLY
IN RELIANCE ON THE RIGHT OR LIABLILTY SOLELY BY REASON OF ISSUANCE OF THE
STOCK.

2-301.

(a) (1) In this [subtitle] SUBTITLE, "distribution" means:

[(1)] (I) A direct or indirect transfer of money or other property OF THE
CORPORATION IN RESPECT OF ANY OF ITS SHARES [, except a corporation's own
shares declared or paid as a stock dividend or stock split]; or

[(2)] (II) An incurrence or forgiveness of indebtedness by a corporation to
or for the benefit of the corporation's stockholders in respect of any of its shares.

(2) "DISTRIBUTION" DOES NOT INCLUDE A STOCK DIVIDEND OR STOCK
SPLIT AUTHORIZED IN ACCORDANCE WITH § 2-309(B) OF THIS SUBTITLE.

2-309.

(C) IF THE BOARD OF DIRECTORS OF A CORPORATION HAS GIVEN GENERAL
AUTHORIZATION FOR A DISTRIBUTION AND PROVIDES FOR OR ESTABLISHES A

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