§ 8-501. Amendment of declaration by shareholders, trustees
West's Annotated Code of MarylandCorporations and AssociationsEffective: October 1, 2022
Effective: October 1, 2022
MD Code, Corporations and Associations, § 8-501
§ 8-501. Amendment of declaration by shareholders, trustees
(a) Except as provided in § 8-202(c) or § 8-203(a)(8) of this title, a declaration of trust may be amended only as provided in this section.
(b) The board of trustees of a real estate investment trust proposing an amendment to its declaration of trust shall:
(c)(1) If the proposed amendment is to be considered at a meeting of the shareholders, notice which states that a purpose of the meeting will be to act upon the proposed amendment shall be given by the real estate investment trust in the manner required by its declaration of trust or bylaws to:
(d) The proposed amendment shall be approved by the shareholders of the real estate investment trust by the affirmative vote or written consent of two thirds of all the votes entitled to be cast on the matter.
(e)(1) A declaration of trust may permit the board of trustees, with the approval of two thirds of its members, and without action by the shareholders, to amend the declaration of trust from time to time to qualify as a real estate investment trust under the Internal Revenue Code or under this title.
(2) Notwithstanding subsections (b) and (d) of this section, unless prohibited in the declaration of trust by reference to this subsection or to the subject matter of this subsection, a majority of the entire board of trustees, without action by the shareholders, may amend the declaration of trust in any respect in which the charter of a corporation may be amended in accordance with § 2-605 of this article.
(f)(1) In this subsection, “reverse share split” means a combination of outstanding shares of beneficial interest of a real estate investment trust into a lesser number of shares of beneficial interest of the same class without any change to the aggregate par value of the outstanding shares.
(3) Unless prohibited in the declaration of trust by reference to this subsection or to the subject matter of this subsection, the board of trustees of a real estate investment trust may amend the declaration of trust, with the approval of a majority of the board of trustees and without shareholder action, to effect a reverse share split that results in a combination of shares of beneficial interest at a ratio of not more than 10 shares into 1 share in any 12-month period.
(g) Articles of amendment shall be executed for the real estate investment trust in the manner required by § 1-301 of this article and filed for record with the Department.
(h)(1) The real estate investment trust may not issue any of the shares that are classified, reclassified, or newly authorized by an amendment to the declaration of trust before the time the amendment is filed with the Department.
(i) The shares issued by a real estate investment trust before the time the amendment with respect to the shares is effective shall cease to be voidable as a result of the failure to file the amendment or the articles of amendment and restatement at the time the amendment or the articles are filed; and
(ii) A right or liability accrued by reason of the issuance of the shares before the time the amendment is filed shall be extinguished at the time the amendment or the articles of amendment and restatement are filed, except to the extent that the person having the right or liability has acted detrimentally in reliance on the right or liability solely by reason of the issuance of the shares.
Credits
Added by Acts 1975, c. 311, § 2, eff. July 1, 1975. Amended by Acts 1976, c. 90; Acts 1988, c. 110, § 1; Acts 1994, c. 596, § 1, eff. Oct. 1, 1994; Acts 1995, c. 564, § 1, eff. Oct. 1, 1995; Acts 1999, c. 395, § 1, eff. Oct. 1, 1999; Acts 2005, c. 586, § 1, eff. June 1, 2005; Acts 2010, c. 72, § 5, eff. April 13, 2010; Acts 2010, c. 79, § 1, eff. June 1, 2010; Acts 2010, c. 80, § 1, eff. June 1, 2010; Acts 2021, c. 779, § 1, eff. Oct. 1, 2021; Acts 2021, c. 780, § 1, eff. Oct. 1, 2021; Acts 2022, c. 292, § 1, eff. Oct. 1, 2022; Acts 2022, c. 293, § 1, eff. Oct. 1, 2022.
Formerly Art. 78C, § 2.
MD Code, Corporations and Associations, § 8-501, MD CORP & ASSNS § 8-501
Current through legislation effective through April 9, 2023, from the 2024 Regular Session of the General Assembly. Some statute sections may be more current, see credits for details.
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