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<section article="gca" article_name="Corporations and Associations" number="2-607" title_number="2" title_name="Corporations in General -- Formation, Organization, and Operation" subtitle_number="6" subtitle_name="Amendment or Restatement of Charter">
  <level label="a">
    <text>Articles of amendment shall set forth the amendment and state:</text>
    <level label="1">
      <text>That the amendment was advised by the board of directors and approved by the stockholders; or</text>
    </level>
    <level label="2">
      <text>That the amendment was approved by a majority of the entire board of directors and that:</text>
      <level label="i">
        <text>No stock entitled to be voted on the matter was outstanding or subscribed for at the time of approval; or</text>
      </level>
      <level label="ii">
        <text>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.</text>
      </level>
    </level>
  </level>
  <level label="b">
    <text>If the amendment increases the authorized stock of the corporation, the articles of amendment also shall include:</text>
    <level label="1">
      <text>Both as of immediately before the amendment and as amended:</text>
      <level label="i">
        <text>The total number of shares of stock of all classes which the corporation has authority to issue;</text>
      </level>
      <level label="ii">
        <text>The number of shares of stock of each class;</text>
      </level>
      <level label="iii">
        <text>The par value of the shares of stock of each class or a statement that the shares are without par value; and</text>
      </level>
      <level label="iv">
        <text>If there are any shares of stock with par value, the aggregate par value of all the shares of all classes; and</text>
      </level>
    </level>
    <level label="2">
      <text>If the shares are divided into classes:</text>
      <level label="i">
        <text>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</text>
      </level>
      <level label="ii">
        <text>A statement that the information required by item (i) of this item was not changed by the amendment.</text>
      </level>
    </level>
  </level>
</section>
