reglab/housing_qa huggingface dataset:
MD. Corporations and Associations Code Ann. §  3-804 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 8 - Corporations and Real Estate Investment Trusts -- Unsolicited Takeovers|Section 3-804 - Directors -- Removal, Number, and Vacancy

    (a)    Notwithstanding any other lesser proportion of votes required by a provision in the charter or the bylaws, but subject to § 2-406(b)(3) or § 8-205(b)(3) of this article the stockholders of a corporation may remove any director by the affirmative vote of at least two-thirds of all the votes entitled to be cast by the stockholders generally in the election of directors.    (b)    Subject to § 2-402(a) of this article but notwithstanding any provision in the charter or bylaws, the number of directors of a corporation shall be fixed only by vote of the board of directors.    (c)    (1)    Notwithstanding any provision in the charter or bylaws, this subsection applies to a vacancy that results from:            (i)    An increase in the size of the board of directors; or            (ii)    The death, resignation, or removal of a director.        (2)    Each vacancy on the board of directors of a corporation may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum.        (3)    Any director elected to fill a vacancy shall hold office:            (i)    For the remainder of the full term of the class of directors in which the vacancy occurred; and            (ii)    Until a successor is elected and qualifies.
MD. Corporations and Associations Code Ann. §  3-805 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 8 - Corporations and Real Estate Investment Trusts -- Unsolicited Takeovers|Section 3-805 - Special Meetings of Stockholders

    Notwithstanding any provision in the charter or bylaws, the secretary of a corporation may call a special meeting of stockholders only:         (1)    On the written request of the stockholders entitled to cast at least a majority of all the votes entitled to be cast at the meeting; and        (2)    In accordance with the procedures set forth under § 2-502(b)(2) and (3) and (e) of this article.
MD. Corporations and Associations Code Ann. §  3-901 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 9 - Conversions of Corporations|Section 3-901 - General Rule

    (a)    In this subtitle, “other entity” means:        (1)    A foreign corporation, as defined in § 1–101 of this article;        (2)    A domestic limited liability company, as defined in § 4A–101 of this article;        (3)    A foreign limited liability company, as defined in § 4A–101 of this article;        (4)    A partnership, as defined in § 9A–101 of this article;        (5)    A limited partnership, as defined in § 10–101 of this article, including a limited partnership registered as a limited liability limited partnership under § 10–805 of this article;        (6)    A foreign limited partnership, as defined in § 10–101 of this article;        (7)    A business trust, as defined in § 1–101 of this article; or        (8)    Another form of unincorporated business formed under the laws of this State or the laws of the United States, another state of the United States, a territory, possession, or district of the United States, or a foreign country.    (b)    Unless the charter provides otherwise, a Maryland corporation may convert to an other entity by:        (1)    Approving the conversion in accordance with § 3–902 of this subtitle; and        (2)    Filing for record with the Department articles of conversion executed in the manner required by Title 1 of this article.    (c)    An other entity may convert to a Maryland corporation having capital stock by complying with § 3–902 of this subtitle and filing for record with the Department:        (1)    Articles of conversion executed in the manner required by Title 1 of this article; and        (2)    Articles of incorporation, which shall include the name of the converting other entity, executed in the manner required by Title 2 of this article and otherwise complying with the Maryland General Corporation Law.
MD. Corporations and Associations Code Ann. §  3-902 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 9 - Conversions of Corporations|Section 3-902 - Approval of Conversion

    (a)    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.    (b)    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.    (c)    The board of directors of a Maryland corporation that proposes to convert to an other entity shall:        (1)    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        (2)    Direct that the proposed conversion be submitted for consideration at an annual or a special meeting of the stockholders.    (d)    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:        (1)    Each of its stockholders entitled to vote on the proposed transaction; and        (2)    Each of its stockholders not entitled to vote on the proposed transaction.    (e)    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.    (f)    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.
MD. Corporations and Associations Code Ann. §  3-905 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 9 - Conversions of Corporations|Section 3-905 - Exchange or Conversion of Interests or Stock

    (a)    In a conversion of an other entity to a Maryland corporation, the stock, membership interests, partnership interests, beneficial interests, or other ownership interests of the other entity may be exchanged for or converted into any one or more of the following:        (1)    Stock of the Maryland corporation or stock, evidence of indebtedness, membership interests, partnership interests, beneficial interests, or other ownership interests of any other corporation or other entity, whether or not party to the conversion;        (2)    Other tangible or intangible property;        (3)    Money; and        (4)    Any other consideration.    (b)    In a conversion of a Maryland corporation to an other entity, stock of the Maryland corporation may be exchanged for or converted into any one or more of the following:        (1)    Stock, evidence of indebtedness, membership interests, partnership interests, beneficial interests, or other ownership interests of the other entity to which the Maryland corporation is converted or of any other corporation or other entity, whether or not party to the conversion;        (2)    Other tangible or intangible property;        (3)    Money; and        (4)    Any other consideration.
MD. Corporations and Associations Code Ann. §  3-906 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 9 - Conversions of Corporations|Section 3-906 - Completion of Conversion

    (a)    The conversion of an other entity to a Maryland corporation shall be completed on the later of:        (1)    The incorporation of the Maryland corporation in accordance with Title 2 of this article; or        (2)    The effectiveness of articles of conversion filed for record with the Department.    (b)    The conversion of a Maryland corporation to an other entity shall be completed on the effectiveness of articles of conversion filed for record with the Department.    (c)    Articles of conversion are effective on the later of:        (1)    The time the Department accepts the articles of conversion for record; or        (2)    The future effective time of the articles of conversion as set forth in articles of conversion that have been accepted by the Department for record.    (d)    (1)    (i)    Except as provided in subparagraph (ii) of this paragraph, at the time the conversion of an other entity to a Maryland corporation is completed:                1.    The other entity shall be converted to a Maryland corporation;                2.    The conversion shall have the effects set forth in § 3–904 of this subtitle; and                3.    The corporation shall be subject to all of the provisions of the Maryland General Corporation Law.            (ii)    Notwithstanding § 2–102 of this article, the existence of the Maryland corporation shall be deemed to have commenced on the date the other entity commenced its existence in the place in which the other entity was first incorporated, created, formed, or otherwise came into being.        (2)    At the time the conversion of a Maryland corporation to an other entity is completed, the conversion shall have the effects set forth in § 3–904 of this subtitle.
MD. Corporations and Associations Code Ann. §  3-907 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 3 - Corporations in General -- Extraordinary Actions|Subtitle 9 - Conversions of Corporations|Section 3-907 - Abandonment of Proposed Conversion

    (a)    Unless the charter of the Maryland corporation or articles of conversion provide otherwise, a proposed conversion of a Maryland corporation to an other entity may be abandoned before the effective date of the articles of conversion by majority vote of the entire board of directors of the Maryland corporation.    (b)    Unless the articles of conversion provide otherwise, a proposed conversion of an other entity to a Maryland corporation may be abandoned in the manner and by the vote required by the governing document of the other entity and the laws of the place in which it is incorporated or organized or, if no manner and vote is specified, in the manner and by the vote required to approve the conversion under § 3–902 of this subtitle.    (c)    If the articles of conversion have been filed with the Department, notice of the abandonment shall be given promptly to the Department.    (d)    (1)    If the proposed conversion is abandoned as provided in this section, no legal liability arises under the articles of conversion.        (2)    Abandonment of a conversion under this section does not prejudice the rights of any person under any other contract made by a Maryland corporation in connection with the proposed conversion.
MD. Corporations and Associations Code Ann. §  4-101 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4 - Close Corporations|Subtitle 1 - Definitions; General Provisions|Section 4-101 - Definitions

    (a)    In this title the following words have the meanings indicated.    (b)    “Close corporation” means a corporation which elects to be a close corporation in accordance with § 4-201 of this title.    (c)    “Unanimous stockholders’ agreement” means an agreement to which every stockholder of a close corporation actually has assented and which is contained in its charter or bylaws or in a written instrument signed by all the stockholders.
MD. Corporations and Associations Code Ann. §  4-102 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4 - Close Corporations|Subtitle 1 - Definitions; General Provisions|Section 4-102 - Execution of Documents

    Notwithstanding any contrary provision of law, an individual who holds more than one office in a close corporation may act in more than one capacity to execute, acknowledge, or verify any instrument required to be executed, acknowledged, or verified by more than one officer.
MD. Corporations and Associations Code Ann. §  4-201 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4 - Close Corporations|Subtitle 2 - Election to Be a Close Corporation|Section 4-201 - Statement of Election

    (a)    A corporation may elect to be a close corporation under this title by including in its charter a statement that it is a close corporation.    (b)    The statement that a corporation is a close corporation shall be:        (1)    Contained in the articles of incorporation originally filed with the Department; or        (2)    Added to the charter by an amendment which is approved:            (i)    Under the provisions of § 2-603 of this article, if at the time of the adoption of the amendment no stock of the corporation is either outstanding or subscribed for; or            (ii)    By the affirmative vote of every stockholder and every subscriber for stock of the corporation.
MD. Corporations and Associations Code Ann. §  4-202 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4 - Close Corporations|Subtitle 2 - Election to Be a Close Corporation|Section 4-202 - Required References to Close Corporation Status

    (a)    Clear reference to the fact that the corporation is a close corporation shall appear prominently:        (1)    At the head of the charter document in which the election to be a close corporation is made;        (2)    In each subsequent charter document of the corporation; and        (3)    On each certificate representing outstanding stock of the corporation.    (b)    The status of a corporation as a close corporation is not affected by the failure of any charter document or stock certificate to contain the reference required by this section.
MD. Corporations and Associations Code Ann. §  4-203 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4 - Close Corporations|Subtitle 2 - Election to Be a Close Corporation|Section 4-203 - Removal of Statement From Charter

    The charter of a close corporation may be amended to remove the statement of election to be a close corporation, but only by the affirmative vote of every stockholder and every subscriber for stock of the corporation.
MD. Corporations and Associations Code Ann. §  4-301 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4 - Close Corporations|Subtitle 3 - Board of Directors|Section 4-301 - At Least One Director Required Initially

    A close corporation shall have at least one director until an election by the corporation in its charter to have no board of directors becomes effective.
MD. Corporations and Associations Code Ann. §  4-302 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4 - Close Corporations|Subtitle 3 - Board of Directors|Section 4-302 - Election to Have No Board of Directors

    (a)    An election to have no board of directors becomes effective at the later of:        (1)    The time that the organization meeting of directors and the issuance of at least one share of stock of the corporation are completed;        (2)    The time the charter document in which the election is made becomes effective; or        (3)    The time specified in the charter document in which the election is made.    (b)    A director automatically ceases to be a director when an election to have no board of directors becomes effective.
MD. Corporations and Associations Code Ann. §  4-303 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4 - Close Corporations|Subtitle 3 - Board of Directors|Section 4-303 - Effect of Election to Have No Board of Directors

    If there is an election to have no board of directors:         (1)    The stockholders may exercise all powers of directors, and the business and affairs of the corporation shall be managed under their direction;        (2)    The stockholders of the corporation are responsible for taking any action required by law to be taken by the board of directors;        (3)    Action by stockholders shall be taken by the voting of shares of stock as provided in this article;        (4)    The stockholders may take any action for which this article otherwise would require both a resolution of directors and a vote of stockholders;        (5)    By the affirmative vote of a majority of all the votes entitled to be cast, the stockholders may take any action for which this article otherwise would require a vote of a majority of the entire board of directors;        (6)    A statement that the corporation is a close corporation which has no board of directors satisfies any requirement that an instrument filed with the Department contain a statement that a specified action was taken by the board of directors;        (7)    The special liabilities imposed on directors by § 2-312(a) of this article and the provisions of §§ 2-312(b) and 2-410 of this article apply to the stockholders of the corporation and, for this purpose, “present” in § 2-410 of this article means present in person or by proxy; and        (8)    A stockholder is not liable for any action taken as a result of a vote of the stockholders, unless he was entitled to vote on the action.
MD. Corporations and Associations Code Ann. §  4-401 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4 - Close Corporations|Subtitle 4 - Stockholders|Section 4-401 - Unanimous Stockholders' Agreement

    (a)    Under a unanimous stockholders’ agreement, the stockholders of a close corporation may regulate any aspect of the affairs of the corporation or the relations of the stockholders, including:        (1)    The management of the business and affairs of the corporation;        (2)    Restrictions on the transfer of stock;        (3)    The right of one or more stockholders to dissolve the corporation at will or on the occurrence of a specified event or contingency;        (4)    The exercise or division of voting power;        (5)    The terms and conditions of employment of an officer or employee of the corporation, without regard to the period of his employment;        (6)    The individuals who are to be directors and officers of the corporation; and        (7)    The payment of dividends or the division of profits.    (b)    A unanimous stockholders’ agreement may be amended, but only by the unanimous written consent of the stockholders then parties to the agreement.    (c)    A stockholder who acquires his stock after a unanimous stockholders’ agreement becomes effective is considered to have actually assented to the agreement and is a party to it:        (1)    Whether or not he has actual knowledge of the existence of the agreement at the time he acquires the stock, if acquired by gift or bequest from a person who was a party to the agreement; and        (2)    If he has actual knowledge of the existence of the agreement at the time he acquires the stock, if acquired in any other manner.    (d)    (1)    A court of equity may enforce a unanimous stockholders’ agreement by injunction or by any other relief which the court in its discretion determines to be fair and appropriate in the circumstances.        (2)    As an alternative to the granting of an injunction or other equitable relief, on motion of a party to the proceeding, the court may order dissolution of the corporation under the provisions of Subtitle 6 of this title.    (e)    This section does not affect any otherwise valid agreement among stockholders of a close corporation or of any other corporation.
MD. Corporations and Associations Code Ann. §  4-402 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4 - Close Corporations|Subtitle 4 - Stockholders|Section 4-402 - Stockholders' Annual Meeting

    (a)    The bylaws of a close corporation shall provide for an annual meeting of stockholders in accordance with Title 2 of this article, but the meeting need not be held unless requested by a stockholder.    (b)    A request for an annual meeting shall be in writing and delivered to the president or secretary of the corporation:        (1)    At least 30 days before the date specified in the bylaws for the meeting; or        (2)    If the bylaws specify a period during which the date for the meeting may be set, at least 30 days before the beginning of that period.
MD. Corporations and Associations Code Ann. §  4-403 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4 - Close Corporations|Subtitle 4 - Stockholders|Section 4-403 - Stockholders' Right of Inspection

    A stockholder of a close corporation or his agent may inspect and copy during usual business hours any records or documents of the corporation relevant to its business and affairs, including any:         (1)    Bylaws;        (2)    Minutes of the proceedings of the stockholders and directors;        (3)    Annual statement of affairs;        (4)    Stock ledger; and        (5)    Books of account.
MD. Corporations and Associations Code Ann. §  4-404 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4 - Close Corporations|Subtitle 4 - Stockholders|Section 4-404 - Statement of Affairs

    (a)    Once during each calendar year, each stockholder of a close corporation may present to any officer of the corporation a written request for a statement of its affairs.    (b)    Within 20 days after a request is made for a statement of a close corporation’s affairs, the corporation shall prepare and have available on file at its principal office a statement verified under oath by its president or treasurer or one of its vice-presidents or assistant treasurers which sets forth in reasonable detail the corporation’s assets and liabilities as of a reasonably current date.
MD. Corporations and Associations Code Ann. §  4-501 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4 - Close Corporations|Subtitle 5 - Stock Restrictions|Section 4-501 - Restriction on Issuance or Sale of Stock

    If there is any stock of a close corporation outstanding, the corporation may not issue or sell any of its stock, including treasury stock, unless the issuance or sale is:         (1)    Approved by the affirmative vote of the holders of all outstanding stock; or        (2)    Permitted by a unanimous stockholders’ agreement.
MD. Corporations and Associations Code Ann. §  4-502 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 4 - Close Corporations|Subtitle 5 - Stock Restrictions|Section 4-502 - Certain Securities and Stock Options Prohibited

    A close corporation may not have outstanding any:         (1)    Securities which are convertible into its stock;        (2)    Voting securities other than stock; or        (3)    Options, warrants, or other rights to subscribe for or purchase any of its stock, unless they are nontransferable.