1. (a) Articles of amendment shall set forth the amendment and state:

   1. (1) That the amendment was advised by the board of directors and approved by the stockholders; or

   2. (2) That the amendment was approved by a majority of the entire board of directors and that:

      1. (i) No stock entitled to be voted on the matter was outstanding or subscribed for at the time of approval; or
      2. (ii) The amendment is limited to a change expressly authorized by § 2-105(a)(13) of this title or § 2-604(b) or § 2-605 of this subtitle to be made without action by the stockholders.

2. (b) If the amendment increases the authorized stock of the corporation, the articles of amendment also shall include:

   1. (1) Both as of immediately before the amendment and as amended:

      1. (i) The total number of shares of stock of all classes which the corporation has authority to issue;
      2. (ii) The number of shares of stock of each class;
      3. (iii) The par value of the shares of stock of each class or a statement that the shares are without par value; and
      4. (iv) If there are any shares of stock with par value, the aggregate par value of all the shares of all classes; and

   2. (2) If the shares are divided into classes:

      1. (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
      2. (ii) A statement that the information required by item (i) of this item was not changed by the amendment.

Added by Acts 1975, c. 311, § 2, eff. July 1, 1975. Amended by Acts 1976, c. 567, § 2; Acts 1994, c. 593, § 1, eff. Oct. 1, 1994; Acts 1995, c. 3, § 1, eff. March 7, 1995; Acts 1999, c. 395, § 1, eff. Oct. 1, 1999; Acts 2000, c. 61, § 1, eff. April 25, 2000; Acts 2000, c. 642, § 1, eff. June 1, 2000; Acts 2010, c. 72, § 5, eff. April 13, 2010; Acts 2021, c. 779, § 1, eff. Oct. 1, 2021; Acts 2021, c. 780, § 1, eff. Oct. 1, 2021.

Formerly Art. 23, § 12.