§ 2-607. Contents of articles of amendment

   (a) In general. -- 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 § 2-605 of this subtitle to be made without action by the stockholders.

(b) Amendment increasing authorized stock. -- 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.

HISTORY: An. Code 1957, art. 23, § 12; 1975, ch. 311, § 2; 1976, ch. 567, § 2; 1994, ch. 593; 1995, ch. 3, § 1; 1999, ch. 395; 2000, ch. 61, § 1; ch. 642; 2010, ch. 72, § 5.