Section 9-908 - Articles of incorporation - Articles of amendment. - Maryland Statutes

§ 9-908. Articles of incorporation - Articles of amendment.
 

(a)  "Articles of amendment" defined.-  

(1) In this section, "articles of amendment" means a document that proposes or adopts an amendment to the articles of incorporation of an authority. 

(2) "Articles of amendment" includes a document that restates the articles of incorporation. 

(b)  In general.- An authority may amend its articles of incorporation in accordance with this section: 

(1) To adopt a new name; or 

(2) To change, enlarge, or diminish its powers, duties, and purposes. 

(c)  Manner of amending articles of incorporation.-  

(1) To amend its articles of incorporation, the board of directors of an authority shall adopt a resolution that proposes the amendments. 

(2) If the articles of incorporation are to be replaced, the resolution shall contain the language of the new articles of incorporation. 

(3) If any provision in the articles of incorporation is to be added, deleted, or amended, the resolution shall contain the language of the entire amended provision. 

(4) The resolution shall direct submission of the amendment to the governing body of each member political subdivision. 

(5) After the board of directors submits the amendment to the governing body of each member political subdivision, the governing body shall adopt or reject the amendment by law. 

(d)  Contents of articles of amendment.- Articles of amendment under this section shall include: 

(1) The name and location of the principal office of the authority; 

(2) The complete amendment; and 

(3) A statement that the amendment: 

(i) Was proposed by the board of directors of the authority; and 

(ii) Was adopted by the governing body of each member political subdivision. 

(e)  Execution and filing of articles of amendment.- If the governing body of each member political subdivision adopts the amendment: 

(1) Two authorized officers of the authority shall: 

(i) Sign and acknowledge articles of amendment under the seal of the authority; and 

(ii) Verify under oath the matters and facts set forth in the articles of amendment; and 

(2) The authority shall file the articles of amendment for record with the State Department of Assessments and Taxation. 

(f)  Approval by State Department of Assessments and Taxation.-  

(1) The State Department of Assessments and Taxation shall: 

(i) Receive the articles of amendment; 

(ii) Mark the date and time of receipt to the articles of amendment; and 

(iii) Issue a certificate of approval for any articles of amendment that comply with this subtitle. 

(2) When the State Department of Assessments and Taxation issues a certificate of approval, the articles of amendment: 

(i) Are in full force and effect; and 

(ii) Are conclusively deemed to be lawfully and properly adopted. 
 

[1985, ch. 173, § 2.]