reglab/housing_qa huggingface dataset:
MD. Corporations and Associations Code Ann. §  2-506 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 5 - Stockholders|Section 2-506 - Quorum; Voting

    (a)    Unless this article or the charter of a corporation provides otherwise, at a meeting of stockholders:        (1)    The presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting constitutes a quorum; and        (2)    A majority of all the votes cast at a meeting at which a quorum is present is sufficient to approve any matter which properly comes before the meeting.    (b)    Subject to other provisions of this article, unless the charter of a corporation provides otherwise, if two or more classes or series of stock are entitled to vote separately on any matter for which this article requires approval by two–thirds of all the votes entitled to be cast, the matter shall be approved by two–thirds of all the votes of each class or series entitled to vote on the matter.    (c)    (1)    This subsection applies to a corporation that:            (i)    Has a class of equity securities registered under the Securities Exchange Act of 1934 and at least three directors who are not officers or employees of the corporation; or            (ii)    Is registered as an open–end investment company under the Investment Company Act of 1940.        (2)    Unless the charter or bylaws of a corporation provide otherwise, at a meeting of stockholders the presence, in person or by proxy, of a majority of all votes entitled to be cast at the meeting constitutes a quorum.        (3)    For purposes of this subsection, a quorum provision in the bylaws of a corporation may not be less than one–third of the votes entitled to be cast at the meeting.
MD. Corporations and Associations Code Ann. §  2-507 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 5 - Stockholders|Section 2-507 - General Right to Vote; Proxies

    (a)    Unless the charter provides for a greater or lesser number of votes per share or limits or denies voting rights, each outstanding share of stock, regardless of class, is entitled to one vote on each matter submitted to a vote at a meeting of stockholders. However, a share is not entitled to be voted if any installment payable on it is overdue and unpaid.    (b)    (1)    A stockholder may vote the stock the stockholder owns of record either:            (i)    In person; or            (ii)    By proxy as provided in subsection (c) of this section.        (2)    Unless a proxy provides otherwise, it is not valid more than 11 months after its date.        (3)    Unless otherwise agreed in writing, the holder of record of stock which actually belongs to another shall issue a proxy to vote the stock to the actual owner on the owner’s demand.    (c)    (1)    A stockholder may authorize another person to act as proxy for the stockholder as provided in this subsection.        (2)    (i)    A stockholder may sign a writing authorizing another person to act as proxy.            (ii)    Signing may be accomplished by the stockholder or the stockholder’s authorized agent signing the writing or causing the stockholder’s signature to be affixed to the writing by any reasonable means, including facsimile signature.        (3)    (i)    Subject to subparagraph (ii) of this paragraph, a stockholder may authorize another person to act as proxy by transmitting, or authorizing the transmission of, an authorization for the person to act as proxy to:                1.    The person authorized to act as proxy; or                2.    Any other person authorized to receive the proxy authorization on behalf of the person authorized to act as the proxy, including a proxy solicitation firm or proxy support service organization.            (ii)    The authorization may be transmitted by a telegram, cablegram, datagram, electronic mail, or any other electronic or telephonic means.        (4)    A copy, facsimile telecommunication, or other reliable reproduction of the writing or transmission authorized under paragraphs (2) and (3) of this subsection may be substituted for the original writing or transmission for any purpose for which the original writing or transmission could be used.    (d)    (1)    A proxy is revocable by a stockholder at any time without condition or qualification unless:            (i)    The proxy states that it is irrevocable; and            (ii)    The proxy is coupled with an interest.        (2)    A proxy may be made irrevocable for as long as it is coupled with an interest.        (3)    The interest with which a proxy may be coupled includes an interest in the stock to be voted under the proxy, an interest as a party to a voting agreement created in accordance with § 2–510.1 of this subtitle, or another general interest in the corporation or its assets or liabilities.
MD. Corporations and Associations Code Ann. §  2-508 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 5 - Stockholders|Section 2-508 - Voting by Certain Holders of Stock

    (a)    (1)    A fiduciary may vote, either in person or by proxy, stock registered in his name as fiduciary.        (2)    A fiduciary may vote, either in person or by proxy, stock registered in the name of another person on proof of the fact that legal title to the stock has devolved on him in a fiduciary capacity and that he is qualified to act in that capacity.    (b)    A stockholder of record who pledges his shares may vote them, but, as between the pledgor and pledgee, this subsection does not affect the validity of any agreement between them as to the giving of proxies or the exercise of voting rights.    (c)    (1)    If stock is registered in the names of two or more persons, whether as fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two or more persons have the same fiduciary relationship with respect to the same stock, unless the secretary of the corporation is given written notice to the contrary and is furnished with a copy of the instrument or order which so provides, their acts with respect to voting have the effects provided in this subsection.        (2)    If only one votes, his vote binds all, and if more than one vote, the vote of the majority binds all.        (3)    If more than one vote and the vote is evenly split on any particular matter:            (i)    Each faction may vote the stock in question proportionally; or            (ii)    Any person voting the stock or any beneficiary may apply to a court of competent jurisdiction to appoint an additional person to act with the persons voting the stock and the stock shall then be voted as determined by a majority of those persons and the person appointed by the court.        (4)    If the instrument or order given to the secretary of the corporation shows that the interests are unequal, a majority or even split for the purpose of this subsection is a majority or even split in interest.
MD. Corporations and Associations Code Ann. §  2-509 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 5 - Stockholders|Section 2-509 - Voting of Stock Held by Corporation

    (a)    Stock registered in the name of a corporation, if entitled to be voted, may be voted by the president, a vice president, or a proxy appointed by either of them, unless another person appointed to vote the stock under a bylaw or a resolution of the board of directors presents a certified copy of the bylaw or resolution, in which case he may vote the stock.    (b)    (1)    Shares of a corporation’s own stock owned directly or indirectly by it may not be voted at any meeting and may not be counted in determining the total number of outstanding shares entitled to be voted at any given time unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.        (2)    Shares of its own stock are considered owned indirectly by the corporation if owned by another corporation in which the corporation owns shares entitled to cast a majority of all the votes entitled to be cast by all shares outstanding and entitled to vote.
MD. Corporations and Associations Code Ann. §  2-510 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 5 - Stockholders|Section 2-510 - Voting Trust

    One or more stockholders of a corporation may confer the right to vote or otherwise represent their stock to a trustee by:        (1)    Entering into a written voting trust agreement which specifies the terms and conditions of the voting trust;        (2)    Providing an executed copy of the voting trust agreement to the corporation at its principal office or by electronic transmission; and        (3)    Transferring their stock for purposes of the agreement to a trustee.
MD. Corporations and Associations Code Ann. §  2-510.1 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 5 - Stockholders|Section 2-510.1 - Written Agreement for Exercise of Voting Rights

    Two or more stockholders of a corporation may enter into a written agreement that specifies that, in exercising any voting rights, the stock held by the parties to the agreement shall be voted:        (1)    As provided in the agreement;        (2)    As the parties may agree; or        (3)    Based on a procedure set forth in the agreement.
MD. Corporations and Associations Code Ann. §  2-511 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 5 - Stockholders|Section 2-511 - Record Date and Closing of Transfer Books

    (a)    Unless the bylaws provide otherwise, the board of directors may set a record date or direct that the stock transfer books be closed for a stated period for the purpose of making any proper determination with respect to stockholders, including which stockholders are entitled to:        (1)    Notice of a meeting;        (2)    Vote at a meeting;        (3)    Receive a dividend; or        (4)    Be allotted other rights.    (b)    As set by the bylaws or the board of directors:        (1)    The record date may not be prior to the close of business on the day the record date is fixed. Except as otherwise provided in this section, the record date shall be not more than 90 days before the date on which the action requiring the determination will be taken;        (2)    The transfer books may not be closed for a period longer than 20 days; and        (3)    In the case of a meeting of stockholders, the record date or the closing of the transfer books shall be at least ten days before the date of the meeting.    (c)    If a record date is not set and the stock transfer books are not closed:        (1)    The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders is the later of:            (i)    The close of business on the day on which notice of the meeting is mailed; or            (ii)    The thirtieth day before the meeting; and        (2)    The record date for determining stockholders entitled to receive payment of a dividend or an allotment of any rights is the close of business on the day on which the resolution of the board of directors declaring the dividend or allotment of rights is adopted, but the payment or allotment may not be made more than 60 days after the date on which the resolution is adopted.    (d)    (1)    A meeting of stockholders convened on the date for which it was called may be adjourned from time to time without further notice to a date not more than 120 days after the original record date.        (2)    Prior to being convened, a meeting of stockholders may be postponed from time to time to a date not more than 120 days after the original record date.
MD. Corporations and Associations Code Ann. §  2-512 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 5 - Stockholders|Section 2-512 - Stockholder's Right of Inspection

    (a)    Any stockholder, holder of a voting trust certificate in a corporation, or his agent, on request provided in writing or by electronic transmission, may inspect and copy during usual business hours any of the following corporate documents:        (1)    Bylaws;        (2)    Minutes of the proceedings of the stockholders;        (3)    Annual statements of affairs; and        (4)    Voting trust agreements provided to the corporation in accordance with § 2–510(2) of this subtitle.    (b)    Within 7 days after a request for documents made under subsection (a) of this section is provided to an officer of a corporation, the resident agent of a corporation, or an agent designated by a corporation to maintain corporate documents on the corporation’s behalf, the corporation shall:        (1)    Have the requested documents available on file at its principal office; or        (2)    Make the requested documents available by electronic transmission.    (c)    (1)    Any stockholder or holder of a voting trust certificate in a corporation other than an open–ended investment company may provide to any officer of the corporation, the resident agent of the corporation, or any agent designated by the corporation to maintain corporate documents on the corporation’s behalf, a request in writing or by electronic transmission for a statement showing all stock and securities issued by the corporation during a specified period of not more than 12 months before the date of the request.        (2)    Within 20 days after a request is made under this subsection, the corporation shall prepare and have available on file at its principal office or make available by electronic transmission a sworn statement of its president or treasurer or one of its vice–presidents or assistant treasurers which states:            (i)    The number of shares or amounts of each class of stock or other securities issued during the specified period;            (ii)    The consideration received per share or unit, which may be aggregated as to all issuances for the same consideration per share or unit; and            (iii)    The value of any consideration other than money as set in a resolution of the board of directors.
MD. Corporations and Associations Code Ann. §  2-513 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 5 - Stockholders|Section 2-513 - Additional Right of Inspection of Stockholders of 5 Percent of Stock

    (a)    Unless the charter of a corporation provides otherwise by reference to this section or the subject matter of this section, this section does not apply, in whole or in part, to holders of any shares or any class or series of stock, other than common stock, that is classified or reclassified by articles of supplementary, or created by articles of incorporation or an amendment to the charter, accepted for record by the Department on or after October 1, 2020.    (b)    One or more persons who together are and for at least 6 months have been stockholders of record or holders of voting trust certificates of at least 5% of the outstanding shares of any class or series of stock of a corporation may:        (1)    In person or by agent, on request in writing or by electronic transmission, inspect and copy during usual business hours the corporation’s books of account and its stock ledger;        (2)    Provide to any officer of the corporation, the resident agent of the corporation, or any agent designated by the corporation to maintain corporate documents on the corporation’s behalf, a request in writing or by electronic transmission for a statement of its affairs; and        (3)    In the case of any corporation which does not maintain the original or a duplicate stock ledger at its principal office, provide to any officer of the corporation, the resident agent of the corporation, or any agent designated by the corporation to maintain corporate documents on the corporation’s behalf, a request in writing or by electronic transmission for a list of its stockholders.    (c)    Within 20 days after a request for information is made under subsection (b) of this section, the corporation shall prepare and have available on file at its principal office or make available by electronic transmission:        (1)    In the case of a request for a statement of affairs, 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; and        (2)    In the case of a request for a list of stockholders, a list verified under oath by one of its officers or its stock transfer agent or registrar which sets forth the name and address of each stockholder and the number of shares of each class or series of stock which the stockholder holds.
MD. Corporations and Associations Code Ann. §  2-514 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 5 - Stockholders|Section 2-514 - Certification of Beneficial Owners of Stock

    (a)    The charter or bylaws of a corporation may provide and, unless the charter or bylaws provide otherwise, the board of directors may adopt by resolution a procedure by which a stockholder of the corporation may certify in writing to the corporation that any shares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder.    (b)    The resolution shall set forth:        (1)    The class of stockholders who may certify;        (2)    The purpose for which the certification may be made;        (3)    The form of certification and the information to be contained in it;        (4)    If the certification is with respect to a record date or closing of the stock transfer books, the time after the record date or closing of the stock transfer books within which the certification must be received by the corporation; and        (5)    Any other provisions with respect to the procedure which the board considers necessary or desirable.    (c)    On receipt of a certification which complies with the procedure adopted by the board in accordance with this section, the person specified in the certification is, for the purpose set forth in the certification, the holder of record of the specified stock in place of the stockholder who makes the certification.
MD. Corporations and Associations Code Ann. §  2-601 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 6 - Amendment or Restatement of Charter|Section 2-601 - General Rule; Exception

    (a)    A corporation having capital stock may amend or restate its charter as provided in this subtitle.    (b)    Compliance with the provisions of this subtitle is not required in the case of a charter amendment adopted under articles of merger.
MD. Corporations and Associations Code Ann. §  2-602 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 6 - Amendment or Restatement of Charter|Section 2-602 - Power to Amend Charter

    (a)    A corporation may amend its charter from time to time in any respect, provided that:        (1)    The amendment may contain only provisions which lawfully could be contained in articles of incorporation at the time of the amendment;        (2)    If the amendment effects a change in stock or in the rights of stockholders or effects an exchange, reclassification, or cancellation of stock, the amendment shall contain the provisions necessary to effect the change, exchange, reclassification, or cancellation; and        (3)    If the amendment alters the contract rights, as expressly set forth in the charter, of any outstanding stock, and the charter does not reserve the right to make the amendment, any objecting stockholder whose rights are substantially adversely affected has the right to receive the fair value of his stock as an objecting stockholder under Title 3, Subtitle 2 of this article.    (b)    In addition to the general power to amend granted in subsection (a) of this section, a corporation from time to time may amend its charter to:        (1)    Change its corporate name;        (2)    Change, enlarge, or diminish its purposes or the duration of its existence;        (3)    Exchange, classify, reclassify, or cancel any of its issued or unissued stock;        (4)    Change the designation of any of its issued or unissued stock;        (5)    Increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class which it may issue;        (6)    Increase or decrease the par value of issued or unissued authorized stock of any class with par value;        (7)    Change issued or unissued shares of stock with par value into the same or a different number of shares without par value and change issued or unissued shares of stock without par value into the same or a different number of shares with par value;        (8)    Change issued or unissued shares of stock of any class, whether with or without par value, into a different number of shares of the same class or into the same or a different number of shares of another class, either with or without par value;        (9)    Change the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of any of its issued or unissued stock; and        (10)    Cancel or otherwise affect the right of the stockholders of any class to receive dividends which have accrued but have not been declared.
MD. Corporations and Associations Code Ann. §  2-603 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 6 - Amendment or Restatement of Charter|Section 2-603 - Charter Amendment -- No Stock Outstanding or Subscribed For

    (a)    If there is no stock outstanding or subscribed for entitled to be voted on the charter amendment, it shall be approved as provided in this section.    (b)    (1)    If the amendment is made before the organization meeting of the board of directors, every incorporator shall execute and file amended articles of incorporation in the same form required by Subtitle 1 of this title for original articles of incorporation.        (2)    When the Department accepts amended articles of incorporation for record, they take the place of the original articles.    (c)    If the amendment is made at or after the organization meeting of the board of directors, it shall be approved by a majority of the entire board of directors.