Maryland Statutes
Subtitle 6 - Amendment or Restatement of Charter
Section 2-607 - Contents of Articles of Amendment

(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 for at the time of approval; or
            (ii)    The amendment is limited to a change expressly authorized by § 2–105(a)(13) of this title or § 2–604(b) or § 2–605 of this subtitle to be made without action by the stockholders.
    (b)    If the amendment increases the authorized stock of the corporation, the articles of amendment also shall include:
        (1)    Both as of immediately before the amendment and as amended:
            (i)    The total number of shares of stock of all classes which the corporation has authority to issue;
            (ii)    The number of shares of stock of each class;
            (iii)    The par value of the shares of stock of each class or a statement that the shares are without par value; and
            (iv)    If there are any shares of stock with par value, the aggregate par value of all the shares of all classes; and
        (2)    If the shares are divided into classes:
            (i)    A description, as amended, of each class, including the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption; or
            (ii)    A statement that the information required by item (i) of this item was not changed by the amendment.

Structure Maryland Statutes