reglab/statecodes huggingface dataset:
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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)    The director announces the director’s dissent at the meeting; and
(2)    (i)    The dissent is entered in the minutes of the meeting;
(ii)    The director files the dissent to the action in writing with or by electronic transmission to the secretary of the meeting before the meeting is adjourned; or
(iii)    The director forwards the dissent within 24 hours after the meeting is adjourned to the secretary of the meeting or the secretary of the corporation by:
1.    Certified mail, return receipt requested, bearing a postmark from the United States Postal Service; or
2.    Electronic transmission.
(b)    The right to dissent does not apply to a director who:
(1)    Voted in favor of the action; or
(2)    Failed to make the director’s dissent known at the meeting.
2023 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)    Authorize the issuance of 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.
2023 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.
2023 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)    The board of directors 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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)    If the board of directors is authorized to determine the place of a meeting of the stockholders, the board of directors may determine that the meeting not be held at any place, but instead may be held partially or solely by remote communication, as authorized by subsection (c) of this section.
(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 the meeting of the stockholders, may, by remote communication:
(1)    Participate in the meeting of the stockholders; and
(2)    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 remote communication, if:
(i)    The corporation implements reasonable measures to verify that each person considered present and authorized to vote at the meeting by 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 remote communication, a record of the vote or other action is maintained by the corporation.
2023 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.
2023 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.
2023 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.
2023 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.