ROBERT L. EHRLICH, JR., Governor

Ch. 516

providing for the application of certain provisions of this Act; defining a certain
term; and generally relating to Maryland corporations.

BY repealing and reenacting, with amendments,
Article - Corporations and Associations
Section 2-212, 2-309, 2-505, 2-604, 3-410, 3-411, and 3-412
Annotated Code of Maryland
(1999 Replacement Volume and 2003 Supplement)

SECTION 1. BE IT ENACTED BY THE GENERAL ASSEMBLY OF
MARYLAND, That the Laws of Maryland read as follows:

Article - Corporations and Associations

2-212.

(a)     Each stock certificate shall be signed by the president, a vice president,
[or] THE CHIEF EXECUTIVE OFFICER, THE CHIEF OPERATING OFFICER, THE CHIEF
FINANCIAL OFFICER, the chairman of the board, OR THE VICE CHAIRMAN OF THE
BOARD and countersigned by the secretary, an assistant secretary, the treasurer, or
an assistant treasurer.

(b)     Each certificate which represents any stock, bond, note, guaranty,
obligation, or other corporate security:

(1)     May be sealed with the actual corporate seal or a facsimile of it or in
any other form; and

(2)     The signatures may be either manual or facsimile signatures.

(c)     A certificate described in this section is valid and may be issued whether or
not an officer who signed it is still an officer when it is issued.

2-309.

(a) IN THIS SECTION, "REVERSE STOCK SPLIT" MEANS A COMBINATION OF
OUTSTANDING SHARES OF STOCK OF A CORPORATION INTO A LESSER NUMBER OF
SHARES OF STOCK OF THE SAME CLASS WITHOUT ANY CHANGE IN THE AGGREGATE
AMOUNT OF STATED CAPITAL OF THE CORPORATION, EXCEPT FOR A CHANGE
RESULTING FROM THE ELIMINATION OF FRACTIONAL SHARES IN ACCORDANCE
WITH § 2-214 OF THIS TITLE.

(B) If authorized by its board of directors, a corporation may make
distributions to its stockholders, subject to any restriction in its charter and the
limitations in § 2-311 of this subtitle.

[(b)] (C) (1) A division of issued shares into a greater number of shares of
the same class without any change in the aggregate amount of stated capital is a
stock split, and a division with a change in the aggregate amount of stated capital is
a stock dividend within the meaning of this subsection.

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