(a) A corporation having capital stock may amend or restate its charter as provided in this subtitle. (b) Compliance with the provisions of this subtitle is not required in the case of a charter amendment adopted under articles of merger.
(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, […]
(a) If there is no stock outstanding or subscribed for entitled to be voted on the charter amendment, it shall be approved as provided in this section. (b) (1) If the amendment is made before the organization meeting of the board of directors, every incorporator shall execute and file amended articles of incorporation in the same form required […]
(a) This section does not apply to a charter amendment by the board of directors in accordance with § 2–105(a)(13) or § 2–309(e) of this title. (b) A charter amendment by a Maryland corporation registered as an open–end investment company under the Investment Company Act of 1940 shall be approved by a majority of the entire board […]
(a) Notwithstanding the provisions of § 2–604 of this subtitle, unless prohibited in the charter by reference to this section or the subject matter of this section, a majority of the entire board of directors, without action by the stockholders, may amend the charter of a corporation to: (1) Change the name of the corporation; or (2) Change […]
Any number of amendments may be considered at a single meeting of the stockholders or directors.
(a) A board may not issue any of the stock that is classified, reclassified, or newly authorized by an amendment before the time the amendment is effective, as provided in § 2–610.1 of this subtitle. (b) Notwithstanding subsection (a) of this section: (1) The stock issued by a corporation before the time the amendment with respect to the […]
(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 […]
(a) If authorized by a majority of the entire board of directors, a corporation may restate its charter as provided in this section. (b) Articles of restatement shall include every charter provision currently in effect, omitting only provisions which this section specifically permits to be omitted, and shall state: (1) That the corporation desires to restate its charter […]
(a) A complete restatement of the charter may be submitted for approval in the manner required for a charter amendment to a meeting of the corporation’s stockholders or directors, as the case may be. (b) If the restatement is submitted for approval in the manner required for a charter amendment, any amendments to the charter approved at […]
Articles of amendment, articles of restatement, and articles of amendment and restatement shall be executed for the corporation in the manner required by Title 1 of this article and shall be filed for record with the Department.
Articles of amendment and articles of amendment and restatement 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.
(a) When articles of amendment become effective, the amendment becomes part of the charter of the corporation. (b) When the Department accepts articles of restatement for record: (1) If they were not approved in the manner required for a charter amendment, they become evidence of the charter; and (2) If the articles were approved in the manner required for […]
(a) A proposed amendment to the charter of a corporation may be abandoned before the effective date of the articles by majority vote of the entire board of directors of the corporation. (b) If the articles have been filed with the Department, notice of abandonment shall be given promptly to the Department. (c) If the proposed amendment to […]
