reglab/housing_qa huggingface dataset:
MD. Corporations and Associations Code Ann. §  2-604 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 6 - Amendment or Restatement of Charter|Section 2-604 - Charter Amendment -- Stock Outstanding or Subscribed For

    (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.    (e)    (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.
MD. Corporations and Associations Code Ann. §  2-605 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 6 - Amendment or Restatement of Charter|Section 2-605 - Charter Amendment -- Minor Changes in Name or Designation of Stock Classes or Series

    (a)    Notwithstanding the provisions of § 2–604 of this subtitle, unless prohibited in the charter by reference to this section or the subject matter of this section, a majority of the entire board of directors, without action by the stockholders, may amend the charter of a corporation to:        (1)    Change the name of the corporation; or        (2)    Change the name or other designation or the par value of any class or series of stock of the corporation and the aggregate par value of the stock of the corporation.    (b)    A change in the name or other designation of a class or series of stock under subsection (a)(2) of this section may not change the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption of the class or series of stock.
MD. Corporations and Associations Code Ann. §  2-606 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 6 - Amendment or Restatement of Charter|Section 2-606 - Charter Amendment -- Multiple Amendments

    Any number of amendments may be considered at a single meeting of the stockholders or directors.
MD. Corporations and Associations Code Ann. §  2-607 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 6 - Amendment or Restatement of Charter|Section 2-607 - Contents of Articles of Amendment

    (a)    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)    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.
MD. Corporations and Associations Code Ann. §  2-608 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 6 - Amendment or Restatement of Charter|Section 2-608 - Restatement of Charter

    (a)    If authorized by a majority of the entire board of directors, a corporation may restate its charter as provided in this section.    (b)    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)    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)    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.
MD. Corporations and Associations Code Ann. §  2-609 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 6 - Amendment or Restatement of Charter|Section 2-609 - Amendment and Restatement of Charter

    (a)    A complete restatement of the charter may be submitted for approval in the manner required for a charter amendment to a meeting of the corporation’s stockholders or directors, as the case may be.    (b)    If the restatement is submitted for approval in the manner required for a charter amendment, any amendments to the charter approved at the meeting may be included in the restatement.    (c)    Articles of amendment and restatement shall include the provisions required to be included in both articles of amendment and articles of restatement.
MD. Corporations and Associations Code Ann. §  2-610 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 6 - Amendment or Restatement of Charter|Section 2-610 - Execution and Filing of Articles

    Articles of amendment, articles of restatement, and articles of amendment and restatement shall be executed for the corporation in the manner required by Title 1 of this article and shall be filed for record with the Department.
MD. Corporations and Associations Code Ann. §  2-610.1 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 6 - Amendment or Restatement of Charter|Section 2-610.1 - Time Articles Effective

    Articles of amendment and articles of amendment and restatement are effective as of the later of:         (1)    The time the Department accepts the articles for record; or        (2)    The time established under the articles, not to exceed 30 days after the articles are accepted for record.
MD. Corporations and Associations Code Ann. §  2-611 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 6 - Amendment or Restatement of Charter|Section 2-611 - Effect of Articles

    (a)    When articles of amendment become effective, the amendment becomes part of the charter of the corporation.    (b)    When the Department accepts articles of restatement for record:        (1)    If they were not approved in the manner required for a charter amendment, they become evidence of the charter; and        (2)    If the articles were approved in the manner required for a charter amendment, they become the charter of the corporation and supersede all prior charter documents.    (c)    When articles of amendment and restatement become effective, they become the charter of the corporation and supersede all prior charter documents.
MD. Corporations and Associations Code Ann. §  2-612 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 6 - Amendment or Restatement of Charter|Section 2-612 - Abandonment of Proposed Amendment

    (a)    A proposed amendment to the charter of a corporation may be abandoned before the effective date of the articles by majority vote of the entire board of directors of the corporation.    (b)    If the articles have been filed with the Department, notice of abandonment shall be given promptly to the Department.    (c)    If the proposed amendment to the charter is abandoned as provided in this section, the articles and the amendment have no effect.
MD. Corporations and Associations Code Ann. §  3-101 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 1 - Consolidation, Merger, and Transfer of Assets|Section 3-101 - Definitions

    (a)    In this subtitle the following words have the meanings indicated.    (b)    “Domestic business trust” or “business trust” means a business trust formed under the laws of the State.    (c)    “Domestic limited liability company” or “limited liability company” means a limited liability company formed under the laws of the State.    (d)    “Domestic limited partnership” or “limited partnership” means a partnership formed by 2 or more persons under the laws of the State and having one or more general partners and one or more limited partners.    (e)    “Domestic partnership” or “partnership” means a partnership formed under the laws of the State.    (f)    “Foreign business trust” means a business trust organized under the laws of the United States, another state of the United States, or a territory, possession, or district of the United States, or under the laws of a foreign country.    (g)    “Foreign limited liability company” means a limited liability company formed under the laws of any state, other than the State of Maryland, or under the laws of a foreign country.    (h)    “Foreign limited partnership” means a partnership formed under the laws of any state other than the State of Maryland or under the laws of a foreign country and having as partners one or more general partners and one or more limited partners.    (i)    “Foreign partnership” means a partnership formed under the laws of any state, other than this State, or under the laws of a foreign country.    (j)    “Interest in land” means any interest in real property, the title to which could be affected by recording an instrument in the land records.
MD. Corporations and Associations Code Ann. §  3-102 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 1 - Consolidation, Merger, and Transfer of Assets|Section 3-102 - General Rule

    (a)    A Maryland corporation having capital stock may:        (1)    Consolidate with one or more other Maryland or foreign corporations having capital stock to form a new consolidated corporation;        (2)    Merge into another Maryland or foreign corporation having capital stock, or have one or more such corporations merged into it;        (3)    Merge into a domestic or foreign business trust having transferable units of beneficial interest, or have one or more such business trusts merge into it;        (4)    Merge into a domestic or foreign limited partnership, or have one or more domestic or foreign limited partnerships merged into it;        (5)    Merge into a domestic or foreign limited liability company, or have one or more domestic or foreign limited liability companies merged into it;        (6)    Merge into a domestic or foreign partnership, or have one or more domestic or foreign partnerships merged into it;        (7)    Participate in a share exchange either:            (i)    As the successor; or            (ii)    As the corporation the stock of which is to be acquired; or        (8)    Transfer its assets.    (b)    The provisions of this subtitle do not repeal, modify, or affect in any way a restriction or limitation:        (1)    Imposed on a corporation by State or other applicable law or by a charter provision which applies to a consolidation, merger share exchange, or transfer of assets; or        (2)    Contained in a franchise granted by the State or any of its political subdivisions which applies to a transfer or assignment of the franchise.
MD. Corporations and Associations Code Ann. §  3-103 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 1 - Consolidation, Merger, and Transfer of Assets|Section 3-103 - Consideration for Stock or Assets

    In a consolidation, merger, or share exchange, stock in a corporation may be exchanged for or converted into and, in a transfer of assets, assets may be transferred in consideration of any one or more of the following:         (1)    Stock, evidence of indebtedness, partnership or limited liability company interests, or other securities of the successor or any other corporation or entity, whether or not a party to the transaction;        (2)    Other tangible or intangible property;        (3)    Money; and        (4)    Any other consideration.
MD. Corporations and Associations Code Ann. §  3-104 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 1 - Consolidation, Merger, and Transfer of Assets|Section 3-104 - Transfers in Ordinary Course of Business; Mortgages; Share Exchanges by Voluntary Action or Agreement

    (a)    Notwithstanding any other provision of this subtitle, unless the charter or bylaws of a corporation provide otherwise by reference to this section or the subject matter of this section, the approval of the stockholders is not required for any:        (1)    Transfer of assets by a corporation in the ordinary course of business actually conducted by it or as a distribution as defined in § 2–301 of this article;        (2)    Mortgage, pledge, or creation of any other security interest in any or all of the assets of a corporation, whether or not in the ordinary course of its business;        (3)    Transfer of assets by a corporation to one or more persons if all of the equity interests of the person or persons are owned, directly or indirectly, by the corporation;        (4)    Transfer of assets by a corporation registered as an open–end investment company under the Investment Company Act of 1940, including a transfer between or among classes or series of stock of a corporation; or        (5)    Transfer of assets by a corporation that is dissolved.    (b)    Notwithstanding any other provisions of this subtitle, unless the charter or bylaws of a corporation provide otherwise by reference to this section or the subject matter of this section, the approval of the stockholders and articles of share exchange are not required for an exchange of shares of stock through voluntary action or under an agreement with the stockholders participating in the exchange.    (c)    A transaction described in subsection (a) or (b) of this section also may be effected as otherwise provided in this subtitle.
MD. Corporations and Associations Code Ann. §  3-106 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 1 - Consolidation, Merger, and Transfer of Assets|Section 3-106 - Procedure for Merger of Subsidiary Corporation if Charter of Parent Not Amended

    (a)    Notwithstanding the provisions of § 3-105 of this subtitle, the merger of a 90 percent or more owned subsidiary corporation with or into its parent corporation may be effected as provided in this section if:        (1)    The charter of the successor is not amended in the merger other than to change its name, the name or other designation or the par value of any class or series of its stock, or the aggregate par value of its stock; and        (2)    The contract rights of any stock of the successor issued in the merger in exchange for stock of the other corporation participating in the merger are identical to the contract rights of the stock for which the stock of the successor was exchanged.    (b)    For the purposes of this section, a subsidiary is considered to be 90 percent or more owned if the parent corporation owns shares entitled to cast 90 percent or more of all the votes entitled to be cast of each group or class of shares entitled to vote as a group or class on the merger.    (c)    (1)    The board of directors of each Maryland corporation proposing to become a party to the merger shall adopt a resolution which approves the proposed merger on substantially the terms and conditions set forth or referred to in the resolution. The approval shall be by a majority vote of the entire board of directors. A meeting of the stockholders is not necessary.        (2)    If a foreign corporation is a party to the articles, the transaction shall be advised, authorized, and approved by the corporation in the manner and by the vote required by its charter and the laws of the place where it is organized.    (d)    (1)    Unless waived by all stockholders who, except for the application of this section, would be entitled to vote on the merger, at least 20 business days before the articles are filed with the Department a parent corporation which owns less than all of the outstanding stock of the subsidiary as of immediately before the effective time of the merger must have given notice of the transaction to each of the subsidiary’s stockholders of record who, except for the application of this section, would be entitled to vote on the merger on the date of giving of the notice or on a record date fixed for that purpose which is not more than 10 days before the date of giving notice.        (2)    A minority stockholder of the subsidiary has the right to demand and receive payment of the fair value of the minority stockholder’s stock as, and to the extent, provided in Subtitle 2 of this title relating to objecting stockholders.
MD. Corporations and Associations Code Ann. §  3-107 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 1 - Consolidation, Merger, and Transfer of Assets|Section 3-107 - Filing of Articles

    Articles of consolidation, merger, or share exchange shall be filed for record with the Department.
MD. Corporations and Associations Code Ann. §  3-108 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 1 - Consolidation, Merger, and Transfer of Assets|Section 3-108 - Abandonment of Proposed Consolidation, Merger, or Share Exchange

    (a)    A proposed consolidation, merger, or share exchange may be abandoned before the effective date of the articles:        (1)    If the articles so provide, by majority vote of the entire board of directors of any one corporation party to the articles or of the entire board of trustees of any one business trust party to the articles; or        (2)    Unless the articles provide otherwise, by majority vote of the entire board of directors of each Maryland corporation party to the articles and of the entire board of trustees of each Maryland business trust party to the articles.    (b)    If the articles have been filed with the Department, notice of the abandonment shall be given promptly to the Department.    (c)    (1)    If the proposed consolidation, merger, or share exchange is abandoned as provided in this section, no legal liability arises under the articles.        (2)    An abandonment does not prejudice the rights of any person under any other contract made by a corporation party to the proposed articles in connection with the proposed consolidation, merger, or share exchange.
MD. Corporations and Associations Code Ann. §  3-110 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 1 - Consolidation, Merger, and Transfer of Assets|Section 3-110 - Execution of Articles

    Articles of consolidation, merger, or share exchange shall be executed for each party to the articles in the manner required by Title 1 of this article.
MD. Corporations and Associations Code Ann. §  3-111 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 1 - Consolidation, Merger, and Transfer of Assets|Section 3-111 - Action by Department

    (a)    The Department shall prepare certificates of consolidation, merger, or share exchange, as the case may be, that specify:        (1)    The name of each party to the articles;        (2)    The name of the successor and the location of its principal office in this State or, if it has none, its principal place of business; and        (3)    The time the articles are accepted for record by the Department.    (b)    In addition to any other provision of law with respect to recording, the Department shall send one certificate each to the clerk of the circuit court for each county where the articles show that a merging corporation, partnership, limited partnership, limited liability company, or business trust other than the successor or a consolidating corporation owns an interest in land.    (c)    On receipt of a certificate, a clerk promptly shall record it with the land records.