(a) All business and affairs of a corporation, whether or not in the ordinary course, shall be managed by or under the direction of a board of directors. (b) All powers of the corporation may be exercised by or under authority of the board of directors except as conferred on or reserved to the stockholders by law […]
(a) Each corporation shall have at least one director. (b) Subject to the provisions of subsection (a) of this section and except for a corporation that has elected to be subject to § 3-804(b) of this article, a Maryland corporation shall have the number of directors provided in its charter until changed by the bylaws. (c) Subject to […]
(a) Each director and each nominee for director of a corporation shall have the qualifications required by the charter or bylaws of the corporation. (b) Unless required by its charter or bylaws, a director need not be a stockholder in the corporation.
(a) Until successors are elected and qualify, the board of directors consists of the individuals named as directors in the charter. (b) (1) Except as provided in paragraph (2) of this subsection, at each annual meeting of stockholders, the stockholders shall elect directors to hold office until the earlier of: (i) The next annual meeting of stockholders and until […]
(a) (1) Except as provided in paragraph (2) of this subsection, in case of failure to elect directors at the designated time, the directors holding over shall continue to serve as directors of the corporation until their successors are elected and qualify. (2) If the number of directors to be elected at the designated time, together with the […]
(a) In this section, “act” includes, as the context requires: (1) An act, an omission, a failure to act, or a determination made not to act; or (2) To act, omit to act, fail to act, or make a determination not to act. (b) This section applies to acts of an individual who: (1) Is or was a director of […]
The charter of the corporation may include any provision expanding or limiting the liability of its directors and officers to the corporation or its stockholders as described under § 5-418 of the Courts and Judicial Proceedings Article.
(a) This section applies to a corporation that is an investment company, as defined by the Investment Company Act of 1940. (b) A director of a corporation who with respect to the corporation is not an interested person, as defined by the Investment Company Act of 1940, shall be deemed to be independent and disinterested when making […]
(a) The stockholders of a corporation may remove any director, with or without cause, by the affirmative vote of a majority of all the votes entitled to be cast generally for the election of directors, except: (1) As provided in subsection (b) of this section; (2) As otherwise provided in the charter of the corporation; or (3) For a […]
(a) (1) Except as provided in paragraph (2) of this subsection and except for a corporation that has elected to become subject to § 3-804(c) of this article, the stockholders may elect a successor to fill a vacancy on the board of directors which results from the removal of a director. (2) If the stockholders of any class […]
(a) Unless the charter or bylaws of the corporation require a greater proportion or this article requires a different proportion, the action of a majority of the directors present at a meeting at which a quorum is present is the action of the board of directors. (b) (1) Unless the bylaws of the corporation provide otherwise, a majority […]
(a) Unless the bylaws of the corporation provide otherwise, a regular or special meeting of the board of directors may be held at any place in or out of the State or by means of remote communication. (b) (1) Notice of each meeting of the board of directors shall be given as provided in the bylaws. (2) Unless the […]
(a) A director of a corporation who is present at a meeting of its board of directors at which action on any corporate matter is taken is presumed to have assented to the action unless: (1) He announces his dissent at the meeting; and (2) (i) His dissent is entered in the minutes of the meeting; (ii) He files his […]
(a) The board of directors of a corporation may: (1) Appoint from among its members an executive committee and other committees composed of one or more directors; and (2) Delegate to these committees any of the powers of the board of directors, except the power to: (i) Issue stock other than as provided in subsection (b) of this section; […]
(a) Each Maryland corporation shall have the following officers: (1) A president; (2) A secretary; and (3) A treasurer. (b) In addition to the required officers, a Maryland corporation may have any other officer provided for in the bylaws.
(a) Unless the bylaws provide otherwise, the board of directors shall elect the officers. (b) Unless the bylaws provide otherwise, an officer serves for one year and until his successor is elected and qualifies. (c) (1) The board of directors may remove any officer or agent of the corporation. (2) The removal of an officer or agent does not prejudice […]
(a) As between himself and the corporation, an officer or agent of the corporation has the authority and shall perform the duties in the management of the assets and affairs of the corporation as: (1) Provided in the bylaws; and (2) Determined from time to time by resolution of the board of directors not inconsistent with the bylaws. […]
(a) If permitted by the bylaws, a person may hold more than one office in a corporation but may not serve concurrently as both president and vice president of the same corporation. (b) A person who holds more than one office in a corporation may not act in more than one capacity to execute, acknowledge, or verify […]
(a) A corporation may lend money to, guarantee an obligation of, or otherwise assist an officer or other employee of the corporation or of its direct or indirect subsidiary, including an officer or employee who is a director of the corporation or the subsidiary, if the loan, guarantee, or assistance: (1) In the judgment of the directors, […]
(a) (1) In this section the following words have the meanings indicated. (2) “Corporation” includes any domestic or foreign predecessor entity of a corporation in a merger, consolidation, or other transaction in which the predecessor’s existence ceased upon consummation of the transaction. (3) “Director” means any person who is or was a director of a corporation and any person […]
