§ 2-604

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A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

§2–604.

(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 of directors and in the manner and by the vote required under the Investment Company Act of 1940.

(c)If there is any stock outstanding or subscribed for and entitled to be voted on the charter amendment, it shall be approved as provided in this section.

(d)Except as provided in § 2–112 of this title and subsection

(b)of this section, the board of directors of a corporation proposing a charter amendment shall:

(1)Adopt a resolution which sets forth the proposed amendment and declares that it is advisable; and

(2)Direct that the proposed amendment be submitted for consideration at either an annual or a special meeting of the stockholders.

(1)Notice which states that a purpose of the meeting will be to act on the proposed amendment shall be given by the corporation in the manner required by Subtitle 5 of this title to:

(i)Each stockholder entitled to vote on the proposed amendment; and

(ii)Each stockholder not entitled to vote on the proposed amendment if the contract rights of his stock, as expressly set forth in the charter, would be altered by the amendment.

(2)The notice shall:

(i)Include a copy of the amendment or a summary of the changes it will effect; or

(ii)1. Identify a website at which the amendment or a summary of the changes it will effect may be accessed; and

2. Include a telephone number or an address where the stockholder may request a paper copy of the amendment or summary without charge.

(f)Except as provided in subsection

(b)of this section, the proposed amendment shall be approved by the stockholders of the corporation by the affirmative vote of two–thirds of all the votes entitled to be cast on the matter.