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§ 2-602. Restrictions upon amendment

West's Annotated Code of MarylandCorporations and Associations

West's Annotated Code of Maryland
Corporations and Associations
Title 2. Corporations in General--Formation, Organization, and Operation (Refs & Annos)
Subtitle 6. Amendment or Restatement of Charter
MD Code, Corporations and Associations, § 2-602
§ 2-602. Restrictions upon amendment
In general
(a) A corporation may amend its charter from time to time in any respect, provided that:
(1) The amendment may contain only provisions which lawfully could be contained in articles of incorporation at the time of the amendment;
(2) If the amendment effects a change in stock or in the rights of stockholders or effects an exchange, reclassification, or cancellation of stock, the amendment shall contain the provisions necessary to effect the change, exchange, reclassification, or cancellation; and
(3) If the amendment alters the contract rights, as expressly set forth in the charter, of any outstanding stock, and the charter does not reserve the right to make the amendment, any objecting stockholder whose rights are substantially adversely affected has the right to receive the fair value of his stock as an objecting stockholder under Title 3, Subtitle 2 of this article.
Other amendments
(b) In addition to the general power to amend granted in subsection (a) of this section, a corporation from time to time may amend its charter to:
(1) Change its corporate name;
(2) Change, enlarge, or diminish its purposes or the duration of its existence;
(3) Exchange, classify, reclassify, or cancel any of its issued or unissued stock;
(4) Change the designation of any of its issued or unissued stock;
(5) Increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class which it may issue;
(6) Increase or decrease the par value of issued or unissued authorized stock of any class with par value;
(7) Change issued or unissued shares of stock with par value into the same or a different number of shares without par value and change issued or unissued shares of stock without par value into the same or a different number of shares with par value;
(8) Change issued or unissued shares of stock of any class, whether with or without par value, into a different number of shares of the same class or into the same or a different number of shares of another class, either with or without par value;
(9) Change the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of any of its issued or unissued stock; and
(10) Cancel or otherwise affect the right of the stockholders of any class to receive dividends which have accrued but have not been declared.

Credits

Added by Acts 1975, c. 311, § 2, eff. July 1, 1975.
Formerly Art. 23, § 10.
MD Code, Corporations and Associations, § 2-602, MD CORP & ASSNS § 2-602
Current through legislation effective through May 9, 2024, from the 2024 Regular Session of the General Assembly. Some statute sections may be more current, see credits for details.
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