reglab/housing_qa huggingface dataset:
MD. Corporations and Associations Code Ann. §  2-408 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 4 - Directors and Officers|Section 2-408 - Action by Directors

    (a)    Unless the charter or bylaws of the corporation require a greater proportion or this article requires a different proportion, the action of a majority of the directors present at a meeting at which a quorum is present is the action of the board of directors.    (b)    (1)    Unless the bylaws of the corporation provide otherwise, a majority of the entire board of directors constitutes a quorum for the transaction of business.        (2)    The bylaws may provide that less than a majority, but not less than one–third of the entire board of directors, may constitute a quorum unless:            (i)    There are only two or three directors, in which case not less than two may constitute a quorum; or            (ii)    There is only one director, in which case that one will constitute a quorum.    (c)    Any action required or permitted to be taken at a meeting of the board of directors or of a committee of the board may be taken without a meeting if a unanimous consent which sets forth the action is:        (1)    Given in writing or by electronic transmission by each member of the board or committee entitled to vote on the matter; and        (2)    Filed in paper or electronic form with the minutes of proceedings of the board or committee.    (d)    (1)    An individual, whether or not then a director, may assent to an action by a consent that will be effective at a future time that is no later than 60 days after the consent is delivered to the corporation or its agent.        (2)    The effective time of a consent under this subsection may include a time determined on the happening of an event that occurs no later than 60 days after the consent is delivered to the corporation or its agent.        (3)    A consent under this subsection shall be deemed to have been given at the effective time if the individual:            (i)    Is a director at the effective time; and            (ii)    Did not revoke the consent before the effective time.        (4)    Unless otherwise provided in the consent, a consent under this subsection is revocable before the effective time.    (e)    (1)    The charter may provide that one or more directors or a class of directors shall have more or less than one vote per director on any matter.        (2)    If the charter provides that one or more directors shall have more or less than one vote per director on any matter, every reference in this article to a majority or other proportion of directors shall refer to a majority or other proportion of votes entitled to be cast by the directors.
MD. Corporations and Associations Code Ann. §  2-409 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 4 - Directors and Officers|Section 2-409 - Meetings of Directors

    (a)    Unless the bylaws of the corporation provide otherwise, a regular or special meeting of the board of directors may be held at any place in or out of the State or by means of remote communication.    (b)    (1)    Notice of each meeting of the board of directors shall be given as provided in the bylaws.        (2)    Unless the bylaws provide otherwise, the notice:            (i)    Shall be in writing or delivered by electronic transmission; and            (ii)    Need not state the business to be transacted at or the purpose of any regular or special meeting of the board of directors.    (c)    Whenever this article or the charter or bylaws of a corporation require notice of the time, place, or purpose of a meeting of the board of directors or a committee of the board, a person who is entitled to the notice waives notice if the person:        (1)    Before or after the meeting delivers a written waiver or a waiver by electronic transmission which is filed with the records of the meeting; or        (2)    Is present at the meeting.    (d)    (1)    Unless restricted by the charter or bylaws of the corporation, members of the board of directors or a committee of the board may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time.        (2)    Participation in a meeting by these means constitutes presence in person at the meeting.
MD. Corporations and Associations Code Ann. §  2-410 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 4 - Directors and Officers|Section 2-410 - Dissent of Director to Action of Board

    (a)    A director of a corporation who is present at a meeting of its board of directors at which action on any corporate matter is taken is presumed to have assented to the action unless:        (1)    He announces his dissent at the meeting; and        (2)    (i)    His dissent is entered in the minutes of the meeting;            (ii)    He files his written dissent to the action with the secretary of the meeting before the meeting is adjourned; or            (iii)    He forwards his written dissent within 24 hours after the meeting is adjourned, by certified mail, return receipt requested, bearing a postmark from the United States Postal Service, to the secretary of the meeting or the secretary of the corporation.    (b)    The right to dissent does not apply to a director who:        (1)    Voted in favor of the action; or        (2)    Failed to make his dissent known at the meeting.
MD. Corporations and Associations Code Ann. §  2-411 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 4 - Directors and Officers|Section 2-411 - Executive and Other Committees

    (a)    The board of directors of a corporation may:        (1)    Appoint from among its members an executive committee and other committees composed of one or more directors; and        (2)    Delegate to these committees any of the powers of the board of directors, except the power to:            (i)    Issue stock other than as provided in subsection (b) of this section;            (ii)    Recommend to the stockholders any action which requires stockholder approval, other than the election of directors;            (iii)    Amend the bylaws; or            (iv)    Approve any merger or share exchange which does not require stockholder approval.    (b)    If the board of directors has given general authorization for the issuance of stock providing for or establishing a method or procedure for determining the maximum number or the maximum aggregate offering price of shares to be issued, a committee of the board, in accordance with that general authorization or any stock option or other plan or program adopted by the board, may authorize or fix the terms of stock subject to classification or reclassification and the terms on which any stock may be issued, including all terms and conditions required or permitted to be established or authorized by the board of directors under §§ 2–203 and 2–208 of this title.    (c)    The bylaws may authorize the members of a committee present at any meeting, whether or not they constitute a quorum, to appoint a director to act in the place of an absent member.    (d)    The appointment of any committee, the delegation of authority to it, or action by it under that authority does not constitute, of itself, compliance by any director, not a member of the committee, with the standard provided in § 2-405.1 of this subtitle for the performance of duties of directors.    (e)    Notwithstanding subsection (a) of this section or § 2-408(d) of this subtitle, the charter or bylaws of a corporation, or any agreement to which the corporation is a party and which has been approved by the board of directors, may provide for:        (1)    The establishment of one or more standing committees or for the creation of one or more committees upon the occurrence of certain events; and        (2)    The composition of the membership, and the qualifications and the voting and other rights of members of any such committee, subject to the continued service of members of the committee as directors.
MD. Corporations and Associations Code Ann. §  2-412 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 4 - Directors and Officers|Section 2-412 - Required and Permitted Officers

    (a)    Each Maryland corporation shall have the following officers:        (1)    A president;        (2)    A secretary; and        (3)    A treasurer.    (b)    In addition to the required officers, a Maryland corporation may have any other officer provided for in the bylaws.
MD. Corporations and Associations Code Ann. §  2-413 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 4 - Directors and Officers|Section 2-413 - Election, Tenure, and Removal of Officers

    (a)    Unless the bylaws provide otherwise, the board of directors shall elect the officers.    (b)    Unless the bylaws provide otherwise, an officer serves for one year and until his successor is elected and qualifies.    (c)    (1)    If the board of directors in its judgment finds that the best interests of the corporation will be served, it may remove any officer or agent of the corporation.        (2)    The removal of an officer or agent does not prejudice any of his contract rights.    (d)    Unless the bylaws provide otherwise, the board of directors may fill a vacancy which occurs in any office.
MD. Corporations and Associations Code Ann. §  2-414 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 4 - Directors and Officers|Section 2-414 - Powers and Duties of Officers and Agents

    (a)    As between himself and the corporation, an officer or agent of the corporation has the authority and shall perform the duties in the management of the assets and affairs of the corporation as:        (1)    Provided in the bylaws; and        (2)    Determined from time to time by resolution of the board of directors not inconsistent with the bylaws.    (b)    The rights of any third party are not affected or impaired by any bylaw or resolution referred to in subsection (a) of this section unless the third party has knowledge of the bylaw or resolution.
MD. Corporations and Associations Code Ann. §  2-415 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 4 - Directors and Officers|Section 2-415 - Holding More Than One Office

    (a)    If permitted by the bylaws, a person may hold more than one office in a corporation but may not serve concurrently as both president and vice president of the same corporation.    (b)    A person who holds more than one office in a corporation may not act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer.
MD. Corporations and Associations Code Ann. §  2-416 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 4 - Directors and Officers|Section 2-416 - Financial Assistance to Officers and Employees

    (a)    A corporation may lend money to, guarantee an obligation of, or otherwise assist an officer or other employee of the corporation or of its direct or indirect subsidiary, including an officer or employee who is a director of the corporation or the subsidiary, if the loan, guarantee, or assistance:        (1)    In the judgment of the directors, reasonably may be expected to benefit the corporation; or        (2)    Is an advance made against indemnification in accordance with § 2-418(f) of this subtitle.    (b)    The loan, guarantee, or other assistance may be:        (1)    With or without interest;        (2)    Unsecured; or        (3)    Secured in any manner that the board of directors approves, including a pledge of the stock of the corporation.
MD. Corporations and Associations Code Ann. §  2-419 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 4 - Directors and Officers|Section 2-419 - Interested Director Transactions

    (a)    If subsection (b) of this section is complied with, a contract or other transaction between a corporation and any of its directors or between a corporation and any other corporation, firm, or other entity in which any of its directors is a director or has a material financial interest is not void or voidable solely because of any one or more of the following:        (1)    The common directorship or interest;        (2)    The presence of the director at the meeting of the board or a committee of the board which authorizes, approves, or ratifies the contract or transaction; or        (3)    The counting of the vote of the director for the authorization, approval, or ratification of the contract or transaction.    (b)    Subsection (a) of this section applies if:        (1)    The fact of the common directorship or interest is disclosed or known to:            (i)    The board of directors or the committee, and the board or committee authorizes, approves, or ratifies the contract or transaction by the affirmative vote of a majority of disinterested directors, even if the disinterested directors constitute less than a quorum; or            (ii)    The stockholders entitled to vote, and the contract or transaction is authorized, approved, or ratified by a majority of the votes cast by the stockholders entitled to vote other than the votes of shares owned of record or beneficially by the interested director or corporation, firm, or other entity; or        (2)    The contract or transaction is fair and reasonable to the corporation.    (c)    Common or interested directors or the stock owned by them or by an interested corporation, firm, or other entity may be counted in determining the presence of a quorum at a meeting of the board of directors or a committee of the board or at a meeting of the stockholders, as the case may be, at which the contract or transaction is authorized, approved, or ratified.    (d)    (1)    If a contract or transaction is not authorized, approved, or ratified in one of the ways provided for in subsection (b)(1) of this section, the person asserting the validity of the contract or transaction bears the burden of proving that the contract or transaction was fair and reasonable to the corporation at the time it was authorized, approved, or ratified.        (2)    This subsection does not apply to the fixing by the board of directors of reasonable compensation for a director, whether as a director or in any other capacity.    (e)    Any procedures authorized by § 2–418 of this subtitle shall be deemed to satisfy subsection (b)(1) of this section. Any charter, bylaw, contract, or transaction requiring or permitting indemnification, including advances of expenses, in accordance with § 2–418 of this subtitle is fair and reasonable to the corporation.
MD. Corporations and Associations Code Ann. §  2-501 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 5 - Stockholders|Section 2-501 - Annual Meeting

    (a)    Each corporation shall hold an annual meeting of its stockholders to elect directors and transact any other business within its powers.    (b)    (1)    If the charter or bylaws of a corporation registered under the Investment Company Act of 1940 so provides, the corporation is not required to hold an annual meeting in any year in which the election of directors is not required to be acted upon under the Investment Company Act of 1940.        (2)    If a corporation is required under paragraph (1) of this subsection to hold a meeting of stockholders to elect directors, the meeting shall be designated as the annual meeting of stockholders for that year.    (c)    (1)    Except as provided in paragraph (2) of this subsection, the meeting shall be held at the time or in the manner provided in the bylaws.        (2)    If a corporation is required under subsection (b)(1) of this section to hold a meeting of stockholders to elect directors, the meeting shall be held no later than 120 days after the occurrence of the event requiring the meeting.    (d)    Except as this article provides otherwise, any business may be considered at an annual meeting without the purpose of the meeting having been specified in the notice.    (e)    The failure to hold an annual meeting does not invalidate the corporation’s existence or affect any otherwise valid corporate act.
MD. Corporations and Associations Code Ann. §  2-502 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 5 - Stockholders|Section 2-502 - Special Meeting

    (a)    A special meeting of the stockholders of a corporation may be called by:        (1)    The president;        (2)    The board of directors; or        (3)    Any other person specified in the charter or the bylaws.    (b)    (1)    Except as provided in subsections (c) and (d) of this section, and except for a corporation that has elected to be subject to § 3-805 of this article, the secretary of a corporation shall call a special meeting of the stockholders on the written request of stockholders entitled to cast at least 25 percent of all the votes entitled to be cast at the meeting.        (2)    A request for a special meeting shall state the purpose of the meeting and the matters proposed to be acted on at the meeting.        (3)    The secretary shall:            (i)    Inform the stockholders who make the request of the reasonably estimated cost of preparing and mailing a notice of the meeting; and            (ii)    On payment of these costs to the corporation, notify each stockholder entitled to notice of the meeting.    (c)    Unless requested by stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting, a special meeting need not be called to consider any matter which is substantially the same as a matter voted on at any special meeting of the stockholders held during the preceding 12 months.    (d)    (1)    Subject to paragraph (2) of this subsection, a corporation may include in its charter or bylaws a provision that requires the written request of stockholders entitled to cast a greater or lesser percentage of all votes entitled to be cast at the meeting than that required by subsection (b)(1) of this section in order to call a special meeting of the stockholders.        (2)    The percentage provided for in the charter or bylaws may not be greater than a majority of all the votes entitled to be cast at the meeting.    (e)    Unless the charter or bylaws expressly provide otherwise, the board of directors has the sole power to fix:        (1)    The record date for determining stockholders entitled to request a special meeting of the stockholders and the record date for determining stockholders entitled to notice of and to vote at the special meeting; and        (2)    The date, time, and place, if any, and the means of remote communication, if any, by which stockholders and proxy holders may be considered present in person and may vote at the special meeting.
MD. Corporations and Associations Code Ann. §  2-502.1 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 5 - Stockholders|Section 2-502.1 - Participation in Meeting via Conference Communications

    (a)    Unless restricted by the charter or bylaws of the corporation, a corporation may allow stockholders to participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time.    (b)    Participation in a meeting by the means authorized by subsection (a) of this section constitutes presence in person at the meeting.
MD. Corporations and Associations Code Ann. §  2-503 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 5 - Stockholders|Section 2-503 - Place of Meetings

    (a)    Unless the charter provides otherwise, meetings of stockholders shall be held as is:        (1)    Provided in the charter or bylaws; or        (2)    Set by the board of directors under the provisions of the charter or bylaws.    (b)    (1)    Subject to paragraph (2) of this subsection, if the board of directors is authorized to determine the place of a meeting of the stockholders, the board may determine that the meeting not be held at any place, but instead may be held solely by means of remote communication, as authorized by subsection (c) of this section.        (2)    At the request of a stockholder, the board of directors shall provide a place for a meeting of the stockholders.    (c)    If authorized by the board of directors and subject to any guidelines and procedures that the board adopts, stockholders and proxy holders not physically present at a meeting of the stockholders, by means of remote communication:        (1)    May participate in the meeting of the stockholders; and        (2)    May be considered present in person and may vote at the meeting of the stockholders, whether the meeting is held at a designated place or solely by means of remote communication, if:            (i)    The corporation implements reasonable measures to verify that each person considered present and authorized to vote at the meeting by means of remote communication is a stockholder or proxy holder;            (ii)    The corporation implements reasonable measures to provide the stockholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings; and            (iii)    In the event any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of the vote or other action is maintained by the corporation.
MD. Corporations and Associations Code Ann. §  2-504.1 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 2 - Corporations in General -- Formation, Organization, and Operation|Subtitle 5 - Stockholders|Section 2-504.1 - Single Notice

    (a)    Subject to § 2–504(d) of this subtitle, any notice given by a corporation to a stockholder under this article or the charter or bylaws of the corporation is effective if given by a single notice, in writing or by electronic transmission, to all stockholders who share an address unless the corporation has received a request from a stockholder in writing or by electronic transmission that a single notice not be given.    (b)    This section does not limit the manner in which a corporation otherwise may give notice to stockholders.