MARVIN MANDEL,

Governor

1493

that] TO REPAY the advance [will be repaid] if it is not
ultimately determined that the corporate representative
is entitled to be indemnified by the corporation.

(g) The indemnification provided by this section:

(1) Continues as to a corporate
representative who has ceased to be a director, officer,
employee, or agent and inures to the benefit of his heirs
and personal representative; and

(2) Does not exclude any other rights to
which a [defendant] CORPORATE REPRESENTATIVE or other
person may be entitled under any bylaw, agreement, vote
of stockholders or disinterested directors, or otherwise
as to:

(i) Action in his official capacity; and

(ii) Action in another capacity while holding
the office.

2-605.

Notwithstanding the provisions of § 2—604 of this
subtitle, a majority of the entire board of directors,
without action by the stockholders, may amend the charter
of a corporation to:

(1)   delete [the following] from the corporate
name [: (1) The] THE word "The" [;] or [(2) The] THE
name of [the city or county where the corporation was
formed] A POLITICAL SUBDIVISION OR OTHER GEOGRAPHICAL
LOCATION OF THE STATE;

(2)    ABBREVIATE THE WORD "CORPORATION,"
"INCORPORATED," "COMPANY," OR "LIMITED" IN THE CORPORATE
NAME; OR

(3)   SUBSTITUTE IN THE CORPORATE NAME FOR ITS
RESPECTIVE ABBREVIATION THE WORD "CORPORATION,"
"INCORPORATED," "COMPANY," OR "LIMITED."

2.607.

(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