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<section article="gca" article_name="Corporations and Associations" number="3-902" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="9" subtitle_name="Conversions of Corporations">
  <level label="a">
    <text>A conversion of a Maryland corporation to an other entity shall be approved in the manner provided by this section and in accordance with any additional requirements set forth in the Maryland corporation’s charter.</text>
  </level>
  <level label="b">
    <text>A conversion of a Maryland corporation need be approved only by a majority of its board of directors if there is no stock outstanding or subscribed for.</text>
  </level>
  <level label="c">
    <text>The board of directors of a Maryland corporation that proposes to convert to an other entity shall:</text>
    <level label="1">
      <text>Adopt a resolution declaring that the proposed conversion is advisable on substantially the terms and conditions set forth or referred to in the resolution; and</text>
    </level>
    <level label="2">
      <text>Direct that the proposed conversion be submitted for consideration at an annual or a special meeting of the stockholders.</text>
    </level>
  </level>
  <level label="d">
    <text>Notice stating that a purpose of the meeting will be to act on the proposed conversion shall be given by the corporation in the manner required by Title 2 of this article to:</text>
    <level label="1">
      <text>Each of its stockholders entitled to vote on the proposed transaction; and</text>
    </level>
    <level label="2">
      <text>Each of its stockholders not entitled to vote on the proposed transaction.</text>
    </level>
  </level>
  <level label="e">
    <text>The proposed conversion shall be approved by the stockholders of the Maryland corporation by the affirmative vote of two–thirds of all the votes entitled to be cast on the matter.</text>
  </level>
  <level label="f">
    <text>A conversion of an other entity to a Maryland corporation shall be approved in the manner and by the vote required by its governing document and the laws of the place in which it is incorporated or organized.</text>
  </level>
</section>
