(a)   The articles of incorporation shall include:
    (1)   The name and address of each incorporator and a statement that each
incorporator is:
      (i)   18 years old or older; and
      (ii)   Forming a corporation under the general laws of the State of Maryland;
    (2)   The name of the corporation;
    (3)   The purposes for which the corporation is formed or a statement that
the corporation may engage in any lawful business or other activity;
    (4)   The address of the principal office of the corporation;
    (5)   The name and address of the resident agent of the corporation;
    (6)   (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 parvalue of the shares of stock of each class or a statement that
the shares are without parvalue; and
      (iv)   If there are any shares of stock with parvalue, the aggregate par
value of all the shares of all classes;
    (7)   If the stock is divided into classes as permitted by § 2-105 of this
subtitle, a description of each class including any preferences,
conversion and other rights, voting powers, restrictions, limitations
as to dividends, qualifications, and terms and conditions of
redemption; and
    (8)   The number of directors and the names of those individuals who will
serve as directors until their successors are elected and qualify.
  (b)   The articles of incorporation may include:
    (1)   Any provision not inconsistent with law that defines, limits, or
regulates the powers of the corporation, its directors and
stockholders, any class of its stockholders, or the holders of any
bonds, notes, or other securities that it may issue;
    (2)   Any restriction not inconsistent with law on the transferability of
stock of any class;
    (3)   Any provision authorized by this article to be included in the bylaws;
    (4)   Any provision that requires for any purpose the concurrence of a
greater proportion of the votes of all classes or of any class of stock
than the proportion required by this article for that purpose;
    (5)   A provision that requires for any purpose a lesser proportion of the
votes of all classes or of any class of stock than the proportion
required by this article for that purpose, but this proportion may not
be less than a majority of all the votes entitled to be cast on the
matter;
    (6)   A provision that divides its directors into classes and specifies the
term of office of each class;
    (7)   A provision for minority representation through cumulative voting in
the election of directors and the terms on which cumulative voting
rights may be exercised;
    (8)   A provision that varies in accordance with § 2-405.2 of this title
the standards for liability of the directors and officers of a
corporation for money damages; and
    (9)   A provision that allows the board of directors, in considering a
potential acquisition of control of the corporation, to consider the
effect of the potential acquisition of control on:
      (i)   Stockholders, employees, suppliers, customers, and creditors of the
corporation; and
      (ii)   Communities in which offices or other establishments of the corporation
are located.
  (c)   The inclusion or omission of a provision in the charter that allows the
board of directors to consider the effect of a potential acquisition of
control on persons specified in subsection (b)(9) of this section does
not create an inference concerning factors that may be considered by
the board of directors regarding a potential acquisition of control.
|