Section 2-607 - Contents of articles of amendment.
§ 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.
[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.]