reglab/housing_qa huggingface dataset:
MD. Corporations and Associations Code Ann. §  2-108 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 1 - Formation and Powers|Section 2-108 - Resident Agent and Principal Office

    (a)    Each Maryland corporation shall have:        (1)    A principal office in this State; and        (2)    A resident agent.    (b)    (1)    A corporation may designate or change its resident agent or principal office by filing for record with the Department a certified copy of a resolution of its board of directors which authorizes the designation or change.        (2)    A corporation may change the address of its resident agent by filing for record with the Department a statement of the change signed by its president or one of its vice-presidents.        (3)    A designation or change of a corporation’s principal office or its resident agent or his address under this subsection is effective when the Department accepts the resolution or statement for record.    (c)    (1)    A resident agent who changes his address in the State may notify the Department of the change by filing for record with the Department a statement of the change signed by him or on his behalf.        (2)    The statement shall include:            (i)    The names of the corporations for which the change is effective;            (ii)    His old and new addresses; and            (iii)    The date on which the change is effective.        (3)    If the old and new addresses of the resident agent are the same as the old and new addresses of the principal office of the corporation, the statement may include a change of address for the principal office if:            (i)    The resident agent notifies the corporation in writing that the statement will be filed; and            (ii)    The statement recites that he has done so.        (4)    The change of address of the resident agent or principal office is effective when the Department accepts the statement for record.    (d)    (1)    A resident agent may resign by filing with the Department a counterpart or photocopy of his signed resignation.        (2)    Unless a later time is specified in the resignation, it is effective:            (i)    At the time it is filed with the Department, if the corporation has appointed a successor resident agent; or            (ii)    Ten days after it is filed with the Department, if the corporation has not appointed a successor resident agent.
MD. Corporations and Associations Code Ann. §  2-109 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 1 - Formation and Powers|Section 2-109 - Organization Meeting of Directors; Adoption of Bylaws

    (a)    (1)    After the Department accepts the articles of incorporation for record, at the call of a majority of the directors named in the articles, the directors shall hold an organization meeting of the board of directors, to adopt bylaws, elect officers, and transact any other business which may come before the meeting.        (2)    The directors who call the meeting shall notify each director in writing of the time and place of the meeting at least three days before it is held.    (b)    After the organization meeting of the board of directors, the power to adopt, alter, and repeal the bylaws of the corporation is vested in the stockholders except to the extent that the charter or bylaws vest it in the board of directors.
MD. Corporations and Associations Code Ann. §  2-110 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 1 - Formation and Powers|Section 2-110 - Contents and Keeping of Bylaws

    (a)    The bylaws may contain any provisions not inconsistent with law or the charter of the corporation for the regulation and management of the affairs of the corporation.    (b)    The bylaws may divide the directors of the corporation into classes and specify the term of office of each class.    (c)    (1)    In this subsection, “facts ascertainable outside the bylaws” include:            (i)    An action or determination by any person, including the corporation, its board of directors, an officer or agent of the corporation, and any other person affiliated with the corporation;            (ii)    Any agreement or other document; or            (iii)    Any other event.        (2)    Any provision of the bylaws permitted under subsection (a) of this section may be made dependent upon facts ascertainable outside the bylaws.
MD. Corporations and Associations Code Ann. §  2-111 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 1 - Formation and Powers|Section 2-111 - Books and Records

    (a)    Each corporation shall maintain, or cause to be maintained on its behalf, correct and complete:        (1)    Books and records of its accounts and transactions; and        (2)    Minutes of the proceedings of its stockholders and board of directors and of any executive or other committee when exercising any of the powers of the board of directors.    (b)    (1)    The books and records of a corporation may be in written form or in any other form that complies with § 2–114 of this subtitle.        (2)    Minutes shall be recorded in written form but may be maintained in the form of a reproduction or in any other form that complies with § 2–114 of this subtitle.
MD. Corporations and Associations Code Ann. §  2-112 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 1 - Formation and Powers|Section 2-112 - Closed-End Investment Company; Required Submissions to Stockholders; Elimination of Trading Discount to Net Asset Value

    (a)    (1)    In this section the following words have the meanings indicated.        (2)    “Closed-end investment company” means a corporation registered as a closed-end investment company under the Investment Company Act of 1940.        (3)    “Open-end investment company” means a corporation registered as an open-end investment company under the Investment Company Act of 1940.    (b)    Notwithstanding any requirement of § 2-604(b) or § 2-607(a)(1) of this title or § 3-403(b) of this article, the charter of a closed-end investment company or any prospectus filed by the closed-end investment company pursuant to the federal Investment Company Act of 1940 may require the company to submit to its stockholders, at an annual or special meeting of the stockholders, a proposal to amend its charter to convert to an open-end investment company, to dissolve, to require the closed-end investment company to make one or more tender offers for its shares, or to take other action intended to eliminate any trading discount to net asset value of the closed-end investment company’s shares, even if the board of directors fails to recommend the proposal or declare the proposal advisable or recommends that the stockholders reject it.
MD. Corporations and Associations Code Ann. §  2-113 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 1 - Formation and Powers|Section 2-113 - Internal Corporate Claims

    (a)    The charter or bylaws of a corporation with capital stock may not impose liability on a stockholder who is a party to an internal corporate claim for the attorney’s fees or expenses of the corporation or any other party in connection with an internal corporate claim.    (b)    (1)    Except as provided in paragraph (2) of this subsection, the charter or bylaws of a corporation may require, consistent with applicable jurisdictional requirements, that any internal corporate claim be brought only in courts sitting in one or more specified jurisdictions.        (2)    (i)    This paragraph does not apply to a provision contained in the charter or bylaws of a corporation on October 1, 2017, unless and until the provision is altered or repealed by an amendment to the charter or bylaws of the corporation, as applicable.            (ii)    The charter or bylaws of a corporation may not prohibit bringing an internal corporate claim in the courts of this State or a federal court sitting in this State.
MD. Corporations and Associations Code Ann. §  2-114 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 1 - Formation and Powers|Section 2-114 - Maintenance of Records of a Corporation

    (a)    This section applies to any books or records maintained by or on behalf of a corporation, including:        (1)    Bylaws;        (2)    Minutes of the proceedings of the stockholders;        (3)    Annual statements of affairs;        (4)    Stock ledgers;        (5)    Records of issuances, transfers, and cancellations of shares of stock; and        (6)    Voting trust agreements.    (b)    The records of a corporation may be maintained by means of any information storage device, method, or electronic network or database, including a distributed electronic network or database, if:        (1)    The records can be converted within a reasonable time into clearly legible written form for visual inspection; and        (2)    With respect to records maintained on an electronic ledger or distributed electronic ledger, the records can be used for the purpose of:            (i)    Making a proper determination with respect to stockholders under § 2–511(a) of this title; and            (ii)    Preparing a list of stockholders in accordance with § 2–513(b)(2) of this title.    (c)    A corporation shall convert a record maintained in accordance with subsection (b) of this section into a clearly legible written form on request of any person who is entitled to inspect the record under this title.    (d)    (1)    This subsection applies to records of a corporation that are maintained in accordance with subsection (b) of this section.        (2)    If a written form accurately portrays a record, a clearly legible written form prepared from or by means of the information storage device, method, or electronic network or database used to maintain the record shall be admissible as evidence and accepted for all other purposes to the same extent that an original written record of the same information would have been.
MD. Corporations and Associations Code Ann. §  2-115 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 1 - Formation and Powers|Section 2-115 - Electronic Transmission of Communication, Consent, or Request

    (a)    This section applies to the electronic transmission, by means of an electronic network or database, including a distributed electronic network or database, of any communication, consent, or request under this title, including:        (1)    A statement of the information, in accordance with § 2–210(c) of this title;        (2)    An annual statement of the affairs of a corporation, in accordance with § 2–313(b) of this title;        (3)    Corporate documents, in accordance with § 2–512 of this title; and        (4)    Any notice to a stockholder.    (b)    An electronic transmission described under subsection (a) of this section is not effective until the later of:        (1)    The posting of the information to the electronic network or database; or        (2)    The giving of a separate notice to the intended recipient of the information that the information has been posted to the electronic network or database.
MD. Corporations and Associations Code Ann. §  2-201 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 2 - Issuance of Securities|Section 2-201 - Power to Issue Stock and Convertible Securities; Effect of Authorization

    (a)    Subject to the provisions of this subtitle, a corporation from time to time may issue:        (1)    Stock of any class authorized by its charter; and        (2)    Securities convertible into stock of any class authorized by its charter.    (b)    The authorization of stock convertible into other stock or securities convertible into stock constitutes an authorization of the stock into which the stock or securities are convertible, without further specific authorization in the charter.    (c)    (1)    The board of directors of a corporation may, in its sole discretion:            (i)    Set the terms and conditions of rights, options, or warrants under a stockholder rights plan; and            (ii)    Issue rights, options, or warrants under a stockholder rights plan to designated persons or classes of persons.        (2)    The rights, options, or warrants under paragraph (1) of this subsection may, in the sole discretion of the board of directors, include any limitation, restriction, or condition that:            (i)    Precludes, limits, invalidates, or voids the exercise, transfer, or receipt of the rights, options, or warrants by designated persons or classes of persons in specified circumstances; or            (ii)    Limits for a period not to exceed 180 days the power of a future director, as defined in the stockholder rights plan, to vote for the redemption, modification, or termination of the rights, options, or warrants.
MD. Corporations and Associations Code Ann. §  2-202 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 2 - Issuance of Securities|Section 2-202 - Subscription for Stock

    (a)    A subscription for stock of a corporation which is not yet formed is irrevocable for a period of 3 months, unless:        (1)    The subscription agreement provides otherwise; or        (2)    Every subscriber consents to the revocation of the subscription.    (b)    Unless the subscription agreement provides otherwise, a subscription is not void or unenforceable solely because less than all of the authorized stock is subscribed for.    (c)    Unless the subscription agreement provides otherwise, a subscription for stock, whether made before or after the corporation is formed, shall be paid in full or in installments at the times set by the board of directors.    (d)    Unless the subscription agreement provides otherwise, a subscriber has no voting or other rights with respect to the stock subscribed for until the stock is issued and fully paid.
MD. Corporations and Associations Code Ann. §  2-203 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 2 - Issuance of Securities|Section 2-203 - Price and Consideration for Stock

    (a)    Before the issuance of stock or convertible securities, the board of directors shall adopt a resolution that:        (1)    Authorizes the issuance;        (2)    Sets the minimum consideration for the stock or convertible securities or a formula for its determination; and        (3)    Fairly describes any consideration other than money.    (b)    In the absence of actual fraud in the transaction, the minimum consideration stated in the charter or determined by the board of directors in its resolution is conclusive for all purposes.    (c)    For purposes of this section, the consideration for stock issued as a stock dividend is the resulting capitalization of surplus.    (d)    This section does not apply to the issuance of stock or convertible securities as part of:        (1)    A reclassification of stock effected by amendment of the charter; or        (2)    A consolidation, merger, or share exchange, including a consolidation, merger, or share exchange to which a wholly owned subsidiary of the corporation is a party.    (e)    If its issuance is authorized in accordance with this subtitle, stock with par value and securities convertible into stock with par value may be issued as full paid and nonassessable even if the price or value of the consideration received is less than the par value of the stock issued or the stock into which the securities are convertible.    (f)    Notwithstanding any other provision of this section or § 2-204 or § 2-206 of this subtitle, a corporation may issue stock or other securities of the corporation pursuant to § 2-103(13) of this title without consideration of any kind.
MD. Corporations and Associations Code Ann. §  2-204 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 2 - Issuance of Securities|Section 2-204 - Requisites to Issuance

    (a)    A corporation may not issue stock or convertible securities in violation of a limitation or restriction contained in its charter or bylaws.    (b)    If stock of the corporation is outstanding and entitled to be voted at the time the board of directors adopts a resolution authorizing the issuance of additional stock or convertible securities, the corporation may not issue the stock or the convertible securities unless:        (1)    The charter permits the board of directors to authorize the issuance;        (2)    The charter does not require stockholder approval of the issuance, and the actual value of the consideration to be received by the corporation, as determined by the board of directors or as set forth in the charter, is at least equal to:            (i)    The par value of the stock to be issued;            (ii)    In the case of stock without par value, the stated capital per share of the shares of the same class then outstanding; or            (iii)    In the case of convertible securities, the par value or the stated capital per share, as the case may be, of the stock into which the convertible securities are convertible, if greater than the par value, stated capital per share, or principal amount of the convertible securities; or        (3)    (i)    The issuance as authorized by the board of directors was submitted for approval at either an annual or a special meeting of the stockholders;            (ii)    Notice stating that a purpose of the meeting will be to act on the proposed issuance was given in the manner required by Subtitle 5 of this title to each stockholder entitled to vote on the matter; and            (iii)    The issuance was approved by the stockholders.    (c)    Unless the charter or bylaws provide otherwise, approval of the stockholders is not required under this section for the issuance of stock as a stock dividend.    (d)    If the issuance of stock convertible into other stock or of securities convertible into stock, or the issuance of warrants or options exercisable for stock or convertible securities, is authorized in the manner required by this subtitle for the issuance of the stock into which the stock or securities are convertible or for which the warrants or options are exercisable, the authorization constitutes an authorization of the issuance of the stock into which the stock or securities are convertible or for which the warrants or options are exercisable, without further specific authorization under this subtitle.    (e)    This section does not apply to any issuance described in § 2-203(d) of this subtitle.
MD. Corporations and Associations Code Ann. §  2-205 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 2 - Issuance of Securities|Section 2-205 - Preemptive Rights

    (a)    For a corporation incorporated on or after October 1, 1995, unless the charter expressly grants such rights to the stockholder, a stockholder does not have any preemptive right to subscribe to:        (1)    Any additional issue of stock; or        (2)    Any security convertible into an additional issue of stock.    (b)    For a corporation incorporated before October 1, 1995, a stockholder shall have preemptive rights as and to the extent in existence before October 1, 1995, unless and until expressly changed or terminated by charter amendment.    (c)    (1)    A stockholder to whom a preemptive right has been granted may waive the preemptive right.        (2)    A written waiver of a preemptive right is irrevocable even though it is not supported by consideration.
MD. Corporations and Associations Code Ann. §  2-206 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 2 - Issuance of Securities|Section 2-206 - Payment for Stock and Convertible Securities

    (a)    The consideration for the issuance of stock, convertible securities, warrants, or options may consist in whole or in part of:        (1)    Money;        (2)    Tangible or intangible property;        (3)    Labor or services actually performed for the corporation;        (4)    A promissory note or other obligation for future payment in money; or        (5)    Contracts for labor or services to be performed.    (b)    The corporation may place in escrow shares issued for a contract for future labor or services or a promissory note or other obligation for future payment in money, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the labor or services are performed or the note or other obligation for future payment in money is paid. If the labor or services are not performed or the note or other obligation for future payment in money is not paid, the shares escrowed or restricted and the distributions credited may be canceled in whole or in part.    (c)    When the corporation receives the consideration for which stock or convertible securities are to be issued, the stock or convertible securities are fully paid and nonassessable.    (d)    Notwithstanding any other provision of the Maryland General Corporation Law, a corporation may issue shares of its stock without consideration for the purpose of qualifying the corporation as a real estate investment trust under the Internal Revenue Code.