reglab/housing_qa huggingface dataset:
MD. Corporations and Associations Code Ann. §  2-306 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 3 - Capital Accounts, Dividends, and Retirement of Shares|Section 2-306 - Reduction of Stated Capital

    (a)    Unless the charter provides otherwise, if stated capital is reduced by retiring stock held by the corporation, the board of directors may approve the reduction without stockholder action.    (b)    (1)    Except as provided in subsection (a) of this section or in § 2-605 of this title, a reduction of stated capital of a corporation, whether to be effected with or without a charter amendment, shall be approved in the manner provided in this subsection.        (2)    The board of directors shall:            (i)    Adopt a resolution which declares that the charter amendment, if any, and the proposed reduction is advisable; and            (ii)    Direct that the proposed reduction and any charter amendment be submitted for consideration at either an annual or special meeting of the stockholders.        (3)    A notice which states that a purpose of the meeting will be to act on the proposed reduction and any charter amendment shall be given in the manner required by Subtitle 5 of this title to each stockholder entitled to vote on the matter.        (4)    The proposed reduction and any charter amendment shall be approved by the stockholders of the corporation by the affirmative vote of two thirds of all the votes entitled to be cast on the matter.
MD. Corporations and Associations Code Ann. §  2-308 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 3 - Capital Accounts, Dividends, and Retirement of Shares|Section 2-308 - Surplus Considered Capital Surplus

    (a)    Subject to the limitations of subsection (b) of this section, any surplus which arises from a reduction of stated capital becomes capital surplus and may be made the basis of:        (1)    A distribution or payment to stockholders; and        (2)    A reduction of the liability of stockholders whose shares of stock are not fully paid.    (b)    Except as provided in § 2–311(a)(2) of this subtitle, the net assets of the corporation which remain after a distribution, payment, or reduction of liability shall be at least equal to the aggregate preferential amount payable in the event of voluntary liquidation to the holders of all stock having rights preferred to the rights of holders who received the distribution, payment, or whose liability was reduced.
MD. Corporations and Associations Code Ann. §  2-310 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 3 - Capital Accounts, Dividends, and Retirement of Shares|Section 2-310 - Acquisition of Own Stock -- in General

    (a)    (1)    Subject to the provisions of its charter and § 2-311 of this subtitle, if authorized by its board of directors, a corporation may acquire the corporation’s own shares.        (2)    Shares acquired under paragraph (1) of this subsection constitute authorized but unissued shares.        (3)    Shares of a corporation’s own stock acquired by the corporation between the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders and the time of the meeting may be voted at the meeting by the holder of record as of the record date and shall be counted in determining the total number of outstanding shares entitled to be voted at the meeting.    (b)    If the charter prohibits the issuance of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon the filing with the Department of articles supplementary which shall set forth:        (1)    The name of the corporation;        (2)    The number of outstanding shares of stock of the corporation that have been acquired by the corporation and that by their terms may not be reissued, and the class and series of the shares;        (3)    The number of authorized shares of the corporation remaining after the acquisition of outstanding shares, itemized by class and series; and        (4)    The fact that no amendment to the charter is effected by the articles supplementary, their sole purpose being to record the reduction of authorized shares resulting from the acquisition of shares that by the terms of the existing charter may not be reissued.
MD. Corporations and Associations Code Ann. §  2-310.1 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 3 - Capital Accounts, Dividends, and Retirement of Shares|Section 2-310.1 - Redemption of Own Stock -- Open-End Investment Companies

    (a)    This section applies only to a corporation registered as an open–end company under the Investment Company Act of 1940.    (b)    Subject to the provisions of § 2–311 of this subtitle, a corporation may redeem shares of its stock from any stockholder if:        (1)    The corporation’s charter expressly provides for the redemption of shares of its stock from any stockholder and the board of directors authorizes the redemption; or        (2)    (i)    The corporation’s charter does not expressly prohibit the redemption of shares of its stock;            (ii)    The aggregate net asset value of the shares to be redeemed from the stockholder is, as of the date of the redemption, $2,000 or less; and            (iii)    Written notice of the redemption to the stockholder of record:                1.    Is mailed first–class to the stockholder’s last known address of record;                2.    States that all of the shares will be redeemed; and                3.    Establishes a date for the redemption which is at least 45 days from the date of the notice.    (c)    The price to be paid for shares redeemed under subsection (b)(2) of this section shall be the aggregate net asset value of the shares at the close of business on the date of the redemption.    (d)    If certificates representing the shares to be redeemed under subsection (b)(2) of this section have been issued and are not surrendered for cancellation on the date of redemption:        (1)    The corporation may withhold payment for the redeemed shares until the certificates are surrendered for cancellation; and        (2)    Except for the right to receive payment of the redemption price, the stockholder shall cease to have any rights as a stockholder of the corporation on the date of redemption.    (e)    If the aggregate net asset value of the shares to be redeemed under subsection (b)(2) of this section should increase to an amount greater than $2,000 between the date of the notice of redemption and the date of the redemption, then the notice of redemption shall have no further force or effect.
MD. Corporations and Associations Code Ann. §  2-310.2 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 3 - Capital Accounts, Dividends, and Retirement of Shares|Section 2-310.2 - Shares Held in Fiduciary Capacity for Benefit of Other Class of Shares

    (a)    In this section, “investment company” means a corporation registered under the Investment Company Act of 1940.    (b)    Unless otherwise provided in the charter of an investment company, if authorized by its board of directors, shares of any class or series of its stock acquired by an investment company using assets allocated to any other class or series of stock of the investment company may be held by the investment company in a fiduciary capacity for the benefit of the holders of shares of the other class or series of stock, and the investment company may exercise voting rights, receive distributions, and be allocated other rights to the extent determined by its board of directors.
MD. Corporations and Associations Code Ann. §  2-312 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 3 - Capital Accounts, Dividends, and Retirement of Shares|Section 2-312 - Liabilities of Directors; Contribution

    (a)    If it is established that the director’s duties were not performed in compliance with § 2-405.1 of this title, a director who votes for or assents to a distribution made in violation of the charter or § 2-311 of this subtitle is personally liable to the corporation for the amount of the distribution that exceeds what could have been made without violating the charter or § 2-311 of this subtitle.    (b)    A director held liable under subsection (a) of this section for an unlawful distribution is entitled to contribution:        (1)    From every other director who could be held liable under subsection (a) of this section for the unlawful distribution; and        (2)    From each stockholder for the amount the stockholder accepted knowing the distribution was made in violation of the charter or § 2-311 of this subtitle.    (c)    (1)    A proceeding to enforce the liability of a director under subsection (a) of this section may not begin more than 3 years after the date on which the effect of the distribution was measured under § 2-311(c) or (e) of this subtitle.        (2)    A proceeding to enforce contribution under subsection (b) of this section may not begin more than 1 year after the liability of the director claiming contribution has been finally adjudicated under subsection (a) of this section.    (d)    The liabilities imposed by this section are in addition to any other liability imposed by law on the directors of a corporation.
MD. Corporations and Associations Code Ann. §  2-313 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 3 - Capital Accounts, Dividends, and Retirement of Shares|Section 2-313 - Annual Statement of Affairs

    (a)    The president or, if provided in the bylaws, some other executive officer of each corporation shall prepare, or cause to be prepared, annually a full and correct statement of the affairs of the corporation, to include a balance sheet and a financial statement of operations for the preceding fiscal year.    (b)    Except as provided in subsection (c) of this section, the statement of affairs shall be submitted at the annual meeting of stockholders and, within 20 days after the meeting:        (1)    Placed on file at the corporation’s principal office or at any other office or agency specified in the bylaws of the corporation, in written form; or        (2)    Otherwise maintained by or on behalf of the corporation in any other form that complies with § 2–114 of this title.    (c)    If a corporation is not required to hold an annual meeting of stockholders under a charter or bylaw provision adopted in accordance with § 2–501 of this title, within 120 days after the end of the fiscal year, the statement of affairs shall be:        (1)    Placed on file at the corporation’s principal office or at any other office or agency specified in the bylaws of the corporation in written form; or        (2)    Otherwise maintained by or on behalf of the corporation in any other form that complies with § 2–114 of this title.
MD. Corporations and Associations Code Ann. §  2-401 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 4 - Directors and Officers|Section 2-401 - Function of Directors

    (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 or by the charter or bylaws of the corporation.
MD. Corporations and Associations Code Ann. §  2-402 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 4 - Directors and Officers|Section 2-402 - Number of Directors

    (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 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, the bylaws may:        (1)    Alter the number of directors set by the charter; and        (2)    Authorize a majority of the entire board of directors to alter within specified limits the number of directors set by the charter or the bylaws, but the action may not affect the tenure of office of any director.
MD. Corporations and Associations Code Ann. §  2-403 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 4 - Directors and Officers|Section 2-403 - Qualifications of Directors and Nominees for Director

    (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.
MD. Corporations and Associations Code Ann. §  2-404 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 4 - Directors and Officers|Section 2-404 - Election and Tenure of Directors

    (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 their successors are elected and qualify;            (ii)    The time provided in the terms of any class or series of stock pursuant to which such directors are elected; or            (iii)    The time a director ceases to have the qualifications that were required by the charter or bylaws of the corporation at the time the director was elected, if the charter or bylaws at the time the director was elected required the director’s term to end on a failure to have those qualifications.        (2)    Except for a corporation that has elected to be subject to § 3–803 of this article, if the directors are divided into classes, the term of office may be provided in the bylaws, except that:            (i)    The term of office of a director may not be longer than 5 years or, except in the case of an initial or substitute director, shorter than the period between annual meetings; and            (ii)    The term of office of at least one class shall expire each year.    (c)    Each share of stock may be voted for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted.    (d)    Unless the charter or bylaws of a corporation provide otherwise, a plurality of all the votes cast at a meeting at which a quorum is present is sufficient to elect a director.
MD. Corporations and Associations Code Ann. §  2-405 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 4 - Directors and Officers|Section 2-405 - Directors Holding Over

    (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 number of directors who otherwise would hold over, exceeds the number of directors who were to be elected, then the directors who will hold over and continue to serve as directors of the corporation until their successors are elected and qualify shall be determined:            (i)    By a majority vote of the directors elected at the designated time and, if the board is classified, any directors whose terms did not expire at the designated time, whether or not sufficient to constitute a quorum; or            (ii)    As otherwise provided in the charter or bylaws of the corporation.    (b)    A director not elected annually in accordance with § 2–501(b) of this title shall be deemed to be continuing in office and shall not be deemed to be holding over under subsection (a) of this section until after the time at which an annual meeting is required to be held under § 2–501(b) of this title or the charter or bylaws of the corporation.
MD. Corporations and Associations Code Ann. §  2-405.2 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 4 - Directors and Officers|Section 2-405.2 - Corporate Limitations on Director Liability

    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.
MD. Corporations and Associations Code Ann. §  2-405.3 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 4 - Directors and Officers|Section 2-405.3 - When Director of Investment Company Deemed Independent and Disinterested

    (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 any determination or taking any action as a director.
MD. Corporations and Associations Code Ann. §  2-406 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 4 - Directors and Officers|Section 2-406 - Removal or Resignation of Director

    (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 corporation that has elected to be subject to § 3–804(a) of this article.    (b)    Unless the charter of the corporation provides otherwise:        (1)    If the stockholders of any class or series are entitled separately to elect one or more directors, a director elected by stockholders of that class or series may not be removed without cause except by the affirmative vote of a majority of all the votes of that class or series;        (2)    If a corporation has cumulative voting for the election of directors and fewer than all directors are to be removed, a director may not be removed without cause if the votes cast against the director’s removal would be sufficient to elect the director if then cumulatively voted at an election of the entire board of directors, or, if there is more than one class of directors, at an election of the class of directors of which the director is a member; and        (3)    If the directors have been divided into classes, a director may not be removed without cause.    (c)    A resignation of a director given in writing or by electronic transmission may provide that:        (1)    The resignation will be effective at a later time or on the occurrence of an event;        (2)    The resignation is irrevocable on the occurrence of the event; and        (3)    If the resignation will be effective on the failure of the director to receive a specified vote for reelection, the resignation is irrevocable.
MD. Corporations and Associations Code Ann. §  2-407 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 4 - Directors and Officers|Section 2-407 - Vacancy on Board

    (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 or series are entitled separately to elect one or more directors, the stockholders of that class or series may elect a successor to fill a vacancy on the board of directors which results from the removal of a director elected by that class or series.    (b)    (1)    Except as provided in paragraph (2) of this subsection or unless the charter or the bylaws of the corporation provide otherwise:            (i)    A majority of the remaining directors, whether or not sufficient to constitute a quorum, may fill a vacancy on the board of directors which results from any cause except an increase in the number of directors; and            (ii)    A majority of the entire board of directors may fill a vacancy which results from an increase in the number of directors.        (2)    If the stockholders of any class or series are entitled separately to elect one or more directors, a majority of the remaining directors elected by that class or series or the sole remaining director elected by that class or series may fill any vacancy among the number of directors elected by that class or series.    (c)    (1)    Unless the corporation has elected to be subject to § 3–804(c)(3) of this article, a director elected by the board of directors to fill a vacancy serves until the next annual meeting of stockholders and until his successor is elected and qualifies.        (2)    A director elected by the stockholders to fill a vacancy which results from the removal of a director serves for the balance of the term of the removed director.