Section 2-608 - Restatement of charter. - Maryland Statutes

§ 2-608. Restatement of charter.
 

(a)  General rule.- If authorized by a majority of the entire board of directors, a corporation may restate its charter as provided in this section. 

(b)  Contents of articles.- 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 as currently in effect; 

(2) That the provisions set forth in the articles of restatement are all the provisions of the charter currently in effect; 

(3) That the restatement of the charter has been approved by a majority of the entire board of directors; 

(4) That the charter is not amended by the articles of restatement; 

(5) The current address of the principal office of the corporation; 

(6) The name and address of the corporation's current resident agent; and 

(7) The number of directors of the corporation and the names of those currently in office. 

(c)  Provisions not required.- Articles of restatement may omit all provisions which relate solely to a class of stock if, at the time: 

(1) There are no shares of the class outstanding; and 

(2) The corporation has no authority to issue any shares of the class. 

(d)  Prohibited provisions.- Articles of restatement may not contain: 

(1) Any provisions of the charter which have been eliminated from it by amendment; 

(2) The original charter provisions which contained the information required by subsection (b)(5), (6), and (7) of this section, if they are no longer current; or 

(3) Any amendment to the charter of the corporation. 
 

[An. Code 1957, art. 23, § 13; 1975, ch. 311, § 2.]