reglab/statecodes huggingface dataset:
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 1 - Professional Service Corporations › Section 5-116 - Assessment of Costs and Fees in Appraisal Proceeding

(a)    (1)    In an appraisal proceeding commenced under § 5-115 of this subtitle, the court shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, and shall assess the costs against the professional corporation.
(2)    The court may assess costs against the disqualified stockholder, in an amount the court finds equitable, if the court finds that the stockholder acted arbitrarily or in bad faith in refusing to accept the corporation’s offer.
(b)    The court may assess the fees and expenses of counsel and experts for the disqualified stockholder against the corporation and in favor of the disqualified stockholder if the court finds that the fair value of the stock substantially exceeded the amount offered by the corporation or that the corporation did not make an offer.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 1 - Professional Service Corporations › Section 5-117 - Directors and Officers

(a)    A majority of the directors and all of the officers of a professional corporation, except the secretary and treasurer, must be qualified persons with respect to the corporation.
(b)    Whether or not organized as a close corporation under Title 4 of this article:
(1)    The number of directors in a professional corporation may be less than 3;
(2)    The officers of a professional corporation may be limited to president, treasurer, and secretary and an individual may hold more than one office; and
(3)    Notwithstanding any other provision of law, an individual who holds more than one office in a professional corporation may act in more than one capacity to execute, acknowledge, or verify any instrument required to be executed, acknowledged, or verified by more than one officer.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 1 - Professional Service Corporations › Section 5-118 - Proxy; Voting Trusts

(a)    Only a qualified person may be appointed a proxy to vote stock of a professional corporation.
(b)    A voting trust with respect to stock of a professional corporation is not valid unless all of the trustees of the trust are stockholders of the professional corporation.
(c)    Stock in a professional corporation may not be transferred into a trust, unless:
(1)    All settlors of the trust remain stockholders of the professional corporation for the duration of the trust; and
(2)    All trustees of the trust are individuals licensed in the State to render the professional service named in the professional corporation’s articles of incorporation.
(d)    (1)    If a settlor of stock in a professional corporation in a trust ceases to be a stockholder in the corporation, the settlor shall be a disqualified stockholder and the corporation shall acquire the stock held by the trust.
(2)    An acquisition of stock under paragraph (1) of this subsection shall be made under §§ 5–113 through 5–115 of this subtitle.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 1 - Professional Service Corporations › Section 5-119 - Relationship With Client or Patient

(a)    The relationship between an individual rendering professional services as an employee of a domestic or foreign professional corporation and the client or patient of the individual is the same as if the individual were rendering the services as a sole practitioner.
(b)    The relationship between a domestic or foreign professional corporation and the client or patient for whom an employee of the corporation is rendering professional services is the same as that between the client or patient and the employee.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 1 - Professional Service Corporations › Section 5-120 - Privileged Communications

(a)    A privilege applicable to communications between an individual rendering professional services and the person receiving the services recognized under the law of this State is not affected by this subtitle.
(b)    The privilege under this section applies to a domestic or foreign professional corporation and to its employees in all situations in which it applies to communications between an individual rendering professional services on behalf of the corporation and the person receiving the services.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 1 - Professional Service Corporations › Section 5-121 - Liability for Negligent or Wrongful Act

(a)    (1)    An individual who renders a professional service in this State as an employee of a domestic or foreign professional corporation is liable for a negligent or wrongful act or omission in which the individual personally participated to the same extent as if the individual rendered the service as a sole practitioner.
(2)    An employee of a domestic or foreign professional corporation is not liable for a negligent or wrongful act or omission of another employee of the corporation unless the employee is negligent in appointing, supervising, or cooperating with the other employee.
(b)    A domestic or foreign professional corporation whose employees perform professional services within the scope of their employment or within the scope of the employees’ apparent authority to act for the corporation is liable to the same extent as its employees.
(c)    The personal liability of a stockholder of a domestic or foreign professional corporation is no greater in any respect than the liability of a stockholder of a corporation incorporated under the Maryland General Corporation Law.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 1 - Professional Service Corporations › Section 5-122 - Merger

(a)    If all the stockholders of merging corporations are qualified to be stockholders of the surviving corporation, a professional corporation may merge with another domestic or foreign professional corporation or with a domestic or foreign business corporation.
(b)    If the surviving corporation is to render professional services in this State, it must comply with the provisions of this subtitle.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 1 - Professional Service Corporations › Section 5-123 - Cessation in Rendering Professional Services

(a)    If a professional corporation ceases to render professional services, it shall amend its articles of incorporation to:
(1)    Delete references to rendering professional services; and
(2)    Conform the name of the corporation to the requirements of Title 1, Subtitle 5 of this article.
(b)    After the amendment under subsection (a) of this section becomes effective, the corporation may continue in existence as a business corporation under Title 2 of this article and is no longer subject to this subtitle.
(c)    An amendment under subsection (a) of this section does not affect the liability of the professional corporation, its employees, or stockholders for a transaction, occurrence, or act that occurred while the corporation was subject to this subtitle.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 1 - Professional Service Corporations › Section 5-124 - Proceeding to Dissolve Professional Corporation

The Attorney General may commence a proceeding under § 3-513 of this article to dissolve a professional corporation if:
(1)    The Department or a licensing unit with jurisdiction over a professional service described in the corporation’s articles of incorporation serves written notice on the corporation that it has violated or is violating a provision of this subtitle;
(2)    The corporation does not, within 60 days after service of the notice, correct the alleged violation or demonstrate to the Department or licensing authority that the violation has not occurred; and
(3)    The Department or licensing unit certifies to the Attorney General:
(i)    A description of the violation;
(ii)    That it notified the corporation of the violation; and
(iii)    That within 60 days after service of notice, the corporation did not correct the violation or demonstrate that it did not occur.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 1 - Professional Service Corporations › Section 5-125 - Foreign Professional Corporation

(a)    Except as provided in subsection (c) of this section, a foreign professional corporation may not transact business in the State until it obtains a certificate of authority from the Department.
(b)    A foreign professional corporation may obtain a certificate of authority if:
(1)    Unless the licensing unit approves the use of a different name, the name of the corporation satisfies the requirements of §§ 5-106 through 5-108 of this subtitle and the name is the same as the corporate name contained in the articles of incorporation;
(2)    The corporation is incorporated for one or more of the purposes described in § 5-103 of this subtitle; and
(3)    All of the stockholders, a majority of the directors, and all of the officers of the corporation, other than the secretary and treasurer, are licensed in one or more states to render a professional service described in the articles of incorporation.
(c)    (1)    A foreign professional corporation is not required to obtain a certificate of authority to transact business in the State unless the corporation would be required to qualify under § 7-203 of this article if it were a business corporation.
(2)    In the event that a certificate of authority is not required under paragraph (1) of this subsection, a foreign professional corporation must register with the Department under § 7-202 of this article.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 1 - Professional Service Corporations › Section 5-126 - Foreign Professional Corporation -- Required Information

An application of a foreign professional corporation for a certificate of authority to render professional services in the State shall contain the information required under Title 1, Subtitle 5 of this article and, in addition, shall include a statement that all of the stockholders, a majority of the directors, and all of the officers of the corporation, other than the secretary and treasurer, are licensed in one or more states to render a professional service described in the corporation’s articles of incorporation.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 1 - Professional Service Corporations › Section 5-127 - Foreign Professional Corporation -- Revocation of Certificate

The Department may revoke the certificate of authority of a foreign professional corporation authorized to transact business in the State if a licensing unit with jurisdiction over a professional service described in the corporation’s articles of incorporation certifies to the Department that the corporation has violated or is violating a provision of this subtitle and describes the violation.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 1 - Professional Service Corporations › Section 5-130 - Repeal of Statute by Enactment

(a)    Except as provided in subsection (b) of this section, the repeal of a statute by enactment of this subtitle does not affect:
(1)    The operation of the statute or any action taken under it before the statute’s repeal;
(2)    A ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred after the statute’s repeal;
(3)    Any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal; or
(4)    Any proceeding, reorganization, or dissolution commenced under the statute before its repeal.
(b)    If a penalty or punishment imposed for a violation of a statute repealed by this subtitle is reduced by this subtitle, the penalty or punishment, if not already imposed, shall be imposed in accordance with this subtitle.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 1 - Professional Service Corporations › Section 5-131 - Severability

If any provision of this subtitle or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of this subtitle that can be given effect without the invalid provision or application, and to this end, the provisions of this subtitle are severable.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 1 - Professional Service Corporations › Section 5-132 - Suspension or Revocation of Articles of Incorporation

A licensing unit may direct the Department to suspend or revoke the articles of incorporation of a professional corporation if:
(1)    All stockholders of the professional corporation have at any one time become disqualified persons;
(2)    The professional corporation knowingly employs or retains in its employment a licensed person who, for any reason, becomes legally disqualified to render the professional service that the professional corporation was organized to render;
(3)    The professional corporation violates any applicable rule or regulation adopted by the licensing unit regulating a profession named in the professional corporation’s articles of incorporation; or
(4)    The professional corporation violates any statute applicable to a professional corporation.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 2 - Nonstock Corporations › Section 5-201 - Application of Maryland General Corporation Law

The provisions of the Maryland General Corporation Law apply to nonstock corporations unless:
(1)    The context of the provisions clearly requires otherwise; or
(2)    Specific provisions of this subtitle or other subtitles governing specific classes of corporations provide otherwise.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 2 - Nonstock Corporations › Section 5-202 - Provisions in Charter or Bylaws

(a)    The charter of each nonstock corporation formed after June 1, 1951, shall provide that the corporation has no authority to issue capital stock.
(b)    Notwithstanding any other provision of this article, the charter or bylaws of a nonstock corporation may:
(1)    Divide the directors or members of the corporation into classes;
(2)    Prescribe the tenure and conditions of service of its directors, but no class of directors may be elected to serve for a period shorter than the interval between annual meetings unless:
(i)    All or a class of directors must be members; and
(ii)    Qualifications for membership have the effect of shortening their tenure of service;
(3)    Prescribe the rights, privileges, and qualifications of its members;
(4)    Prescribe the manner of giving notice of any meeting of its members;
(5)    Provide for the number or proportion of voting members whose presence in person or by proxy constitutes a quorum at any meeting of its members;
(6)    Provide that any action may be taken or authorized by any number or proportion of the votes of all its members or all its directors entitled to vote;
(7)    Deny or limit the right of its members to vote by proxy;
(8)    Provide for the right of members to vote by mail or by electronic transmission on a stated proposal or for the election of directors or any officers who are elected by members;
(9)    Regulate the management of the business and affairs of the corporation; and
(10)    Regulate the exercise or allocation of voting power between or among the directors and members.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 2 - Nonstock Corporations › Section 5-203 - Calling of Organization Meeting

Notwithstanding the provisions of Title 2 of this article, the organization meeting of the board of directors named in the charter of a nonstock corporation may be called by either:
(1)    A majority of the incorporators; or
(2)    Not less than one third of the directors named in the charter.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 2 - Nonstock Corporations › Section 5-204 - Directors as Members

(a)    For purposes of any law or rule relating to members of a nonstock corporation, the directors of a nonstock corporation, under either of the circumstances described in subsection (b) of this section:
(1)    Also constitute the members of the corporation; and
(2)    When meeting as directors, may exercise the rights and powers of members.
(b)    This section applies if:
(1)    Neither the charter nor the bylaws of the corporation provide for members; or
(2)    The nonstock corporation in fact has no members.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 2 - Nonstock Corporations › Section 5-205 - When Membership Reduced by Death or Resignation

(a)    A nonstock corporation is not required to dissolve merely because the death or resignation of a member reduces the actual number of members to less than required by its charter or bylaws.
(b)    As long as there is a remaining member, he may fill vacancies and continue the corporate existence.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 2 - Nonstock Corporations › Section 5-206 - Insufficient Number of Members Present at Meeting

(a)    If the number of members present at a properly called meeting of the members of a nonstock corporation is insufficient to approve a proposed action, another meeting of the members may be called for the same purpose if:
(1)    The notice of the meeting stated that the procedure authorized by this section might be invoked; and
(2)    By majority vote, the members present in person or by proxy call for the additional meeting.
(b)    Fifteen days’ notice of the time, place, and purpose of the additional meeting shall be given by advertisement in a newspaper published in the county where the principal office of the corporation is located. The notice shall contain the quorum and voting provisions of subsection (c) of this section.
(c)    At the additional meeting, the members present in person or by proxy constitute a quorum. A majority of the members present in person or by proxy may approve or authorize the proposed action at the additional meeting and may take any other action which could have been taken at the original meeting if a sufficient number of members had been present.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 2 - Nonstock Corporations › Section 5-207 - Consolidation, Merger, Transfer of Assets, or Conversion

(a)    (1)    A nonstock corporation may consolidate or merge only with another nonstock corporation.
(2)    A Maryland nonstock corporation may convert only into a foreign corporation that does not have the authority to issue stock.
(3)    A foreign corporation that does not have the authority to issue stock:
(i)    May convert into a Maryland nonstock corporation; and
(ii)    May not convert into a Maryland corporation that has the authority to issue stock.
(b)    A consolidation, merger, transfer of assets, or conversion of a nonstock corporation shall be effected as provided in Title 3 of this article.
(c)    Notwithstanding § 3–105(e) of this article, a proposed consolidation, merger, transfer of assets, or conversion of a nonstock corporation organized to hold title to property for a labor organization, and for related purposes, shall be approved by the same affirmative vote of the members of the corporation that the constitution or bylaws of the labor organization requires for the same action.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 2 - Nonstock Corporations › Section 5-208 - Dissolution or Forfeiture of Charter

(a)    Except as otherwise provided in this section, the dissolution or forfeiture of the charter of a nonstock corporation shall be effected as provided in Title 3 of this article. In dissolution or on forfeiture of the charter of the corporation, the directors have the powers and duties of directors of a stock corporation under this article.
(b)    If a Maryland nonstock corporation dissolves or its charter is forfeited:
(1)    Every liability and obligation of the corporation shall be paid and discharged or adequate provision for payment and discharge shall be made;
(2)    Assets held by the corporation subject to legally valid requirements for their return, transfer, or conveyance on dissolution or forfeiture shall be disposed of in accordance with these requirements;
(3)    Assets held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held subject to legally valid requirements for their return, transfer, or conveyance by reason of dissolution or forfeiture, shall be transferred or conveyed under a plan of distribution, adopted in the manner and by the vote required for authorization of dissolution of the corporation, to one or more Maryland or foreign corporations or associations having a similar or analogous character or purpose, or associated or connected with the corporation;
(4)    Other assets shall be distributed as provided in the charter or the bylaws to the extent that the charter or bylaws determine the distributive rights of members or any class or classes of members, or provide for distribution to others; and
(5)    Any remaining assets may be distributed to any person, society, organization, or Maryland or foreign corporation specified in a plan of distribution, adopted in the manner and by the vote required for authorization of dissolution of the corporation.
(c)    Unless the decree of a court of competent jurisdiction provides otherwise, the provisions of § 3–412 of this article relating to distributions in dissolution of stock corporations or §§ 3–517 and 3–518 of this article relating to distributions on forfeiture of the charters of stock corporations, as the case may be, apply to the distribution of assets to any member or other person entitled or otherwise designated to receive a distribution in liquidation of a nonstock corporation. For purposes of this section, the term “stockholders” in §§ 3–412, 3–517, and 3–518 of this article includes every person so entitled or designated to receive a distribution in liquidation.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 2 - Nonstock Corporations › Section 5-209 - Disposition of Property of Charitable or Religious Corporations by Court

(a)    If a charitable or religious corporation is or is about to be dissolved, or for any reason it is impracticable or inexpedient to continue the corporation’s activities, a circuit court may order the disposition of corporate property that:
(1)    Is not needed to pay the corporation’s debts; and
(2)    (i)    Is not subject to valid requirements for its return to the donor or the donor’s successor in interest by reason of the cessation of corporate activities; or
(ii)    Is not claimed by the donor or the donor’s successor in interest after receiving the notice provided for in subsection (b) of this section.
(b)    Notice of the substance and purpose of the complaint or petition shall be given to the donor of the property or the donor’s successor in interest by personal service or by publication in the manner the court directs.
(c)    To the extent possible, the court shall direct or provide for the transfer of the corporation’s property to another corporation or association having a similar or analogous character or purpose, or associated or connected with the corporation.
(d)    The intent of this section is that the circuit court may exercise the judicial power of cy-pres to fulfill, despite a change in circumstances, the general intention of the donor of the property for the use of the gift.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 3 - Religious Corporations › Part I - In General › Section 5-301 - Definitions

(a)    In this part the following words have the meanings indicated.
(b)    “Church” means any church, religious society, or congregation of any sect, order, or denomination.
(c)    “Plan” includes any plan, agreement, or regulation adopted under § 5-302 of this subtitle.
(d)    “Record book” means the book in which the proceedings of the religious corporation are recorded.
(e)    “Trustees” means:
(1)    As to a religious corporation subject to Part II of this subtitle, the corporators appointed or elected as provided in that part; and
(2)    As to a religious corporation subject to Part V or Part VI of this subtitle, the members of the vestry.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 3 - Religious Corporations › Part I - In General › Section 5-302 - Formation and Plan of Religious Corporation

(a)    The adult members of a church may form a religious corporation as provided in this part.
(b)    The members shall:
(1)    Elect at least four individuals to act as trustees in the name of and on behalf of the church; and
(2)    Prepare a plan of the church.
(c)    The plan shall include:
(1)    The purposes for which the religious corporation is formed;
(2)    The name of the religious corporation and the church;
(3)    The time and manner for election and succession of trustees; and
(4)    The exact qualifications of individuals eligible:
(i)    To vote at elections; and
(ii)    To be elected to office.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 3 - Religious Corporations › Part I - In General › Section 5-303 - Acknowledgment and Entry of Plan in Record Book

The plan shall be:
(1)    Entered in the record book required by § 5-307 of this subtitle; and
(2)    Acknowledged by a majority of the trustees.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 3 - Religious Corporations › Part I - In General › Section 5-304 - Articles of Incorporation

(a)    The trustees shall file articles of incorporation for record with the Department.
(b)    The articles of incorporation shall contain:
(1)    The plan of the church;
(2)    The address of the principal place of worship of the church; and
(3)    The name and address of the resident agent of the church.
(c)    When the Department accepts the articles of incorporation for record, the trustees become a body corporate under the name stated in the articles.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 3 - Religious Corporations › Part I - In General › Section 5-306 - Trustees -- Powers

(a)    The trustees have the power to:
(1)    Have perpetual existence under the name of the religious corporation;
(2)    Purchase, take, or acquire by gift, bequest, or in any other manner and hold any interest in any assets in the State;
(3)    Use, lease, mortgage, sell, or convey the assets in the manner that the trustees consider most conducive to the interest of the religious corporation;
(4)    Generally manage any assets of the religious corporation; and
(5)    Adopt rules and ordinances for conducting their affairs as necessary and convenient to accomplish the purpose of the religious corporation, including:
(i)    Appointing the time and place of a meeting of its members; and
(ii)    Determining the number of members necessary to constitute a quorum.
(b)    The provisions of this section do not authorize any sale, mortgage, or other disposition of any asset of the religious corporation which is held under an instrument prohibiting that sale, mortgage, or other disposition.
(c)    By resolution, the trustees may authorize one or more of their members to:
(1)    Execute any instrument required to be executed by the trustees, including any deed, mortgage, or other conveyance of assets which are to be sold, transferred, or encumbered; and
(2)    Attest and affix to the instrument the corporate seal, if any.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 3 - Religious Corporations › Part I - In General › Section 5-307 - Trustees -- Duties; Succession; Minister

(a)    The trustees shall:
(1)    Keep an accurate record book;
(2)    Allow inspection of the record book by members of the religious corporation; and
(3)    Allow the proceedings recorded in the record book to be presented before a public meeting, if required by five or more members of the religious corporation.
(b)    Unless the plan provides otherwise, the trustees shall be elected and their successors continued at the time and place ordinarily used for public meetings of the church, by the individuals who, according to the custom and usage of the church, have a voice in the management and direction of congregational or temporal affairs.
(c)    Unless the plan permits otherwise, the minister of the church or, if there is more than one minister, the senior minister shall be a trustee of the religious corporation, in addition to the trustees required by § 5-302(b)(1) of this subtitle.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 3 - Religious Corporations › Part I - In General › Section 5-308 - Amendment of Plan or Charter

(a)    A religious corporation may amend its plan or charter as provided in this section.
(b)    A majority of the trustees of a religious corporation proposing to amend its plan or charter shall:
(1)    Adopt a resolution which declares that the amendment is advisable; and
(2)    Call a meeting of the adult members of the religious corporation to vote on the amendment.
(c)    Ten days written notice of the time, place, and purpose of the meeting shall be given to each adult member of the religious corporation by:
(1)    Delivering it to him in person;
(2)    Leaving it at his residence or usual place of business; or
(3)    Mailing it to him at his address as it appears in the record book.
(d)    The proposed amendment shall be approved by the affirmative vote of a majority of the adult members present at the meeting.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 3 - Religious Corporations › Part I - In General › Section 5-309 - Articles of Amendment

(a)    If an amendment is adopted under § 5-308 of this subtitle, the religious corporation shall adopt articles of amendment which shall set forth the amendment and state that the amendment was advised by the trustees and approved by the members of the religious corporation.
(b)    The articles of amendment shall:
(1)    Be signed and acknowledged for the religious corporation by the trustees who declared the resolution advisable; and
(2)    Have the matters and facts contained in the articles verified under oath by the chairman or secretary of the meeting of members.
(c)    The trustees shall file the articles of amendment for record with the Department.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 3 - Religious Corporations › Part I - In General › Section 5-310 - Arbitration of Contested Election

(a)    If any contest arises over the voting rights or the fair conduct of an election:
(1)    Each contending party shall appoint one individual from among the members of a neighboring church of the same religious persuasion or, if there is no such church, from among the members of any other church; and
(2)    The two appointed individuals shall select a third, similarly qualified, individual.
(b)    The arbitrators shall meet at the place where the contest arose and hear and determine the matter.
(c)    The judgment or award of a majority of the arbitrators, signed and acknowledged by them, is final.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 3 - Religious Corporations › Part I - In General › Section 5-311 - Members May Organize Another Church

(a)    Members of a church may separate from the church, form a house of worship, and employ a minister if:
(1)    They are of sufficient number to form a house of worship and maintain a minister; and
(2)    All debts and contracts incurred by them as members of the original church are discharged.
(b)    When incorporated, the new church is entitled to the benefits of this subtitle relating to religious corporations.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 3 - Religious Corporations › Part I - In General › Section 5-312 - Validation of Religious Corporations and Unfiled, Lost, or Destroyed Plans or Articles of Incorporation

(a)    If any church organized since 1800 as a religious corporation under any law of the State did not file its plan or articles of incorporation for record in the proper office within the time required by law, but subsequently files its plan or articles of incorporation in the proper office:
(1)    The church is a lawful religious corporation;
(2)    The date of incorporation is the date of the plan or articles of incorporation; and
(3)    If otherwise lawful, every action of the church from the date of incorporation is valid.
(b)    There is a conclusive presumption in every court of the State that a plan or articles of incorporation of a religious corporation were properly filed for record in the appropriate office and that these records were lost or destroyed, if:
(1)    It appears from the record book of the religious corporation or from any other source that the church adopted a valid plan or articles of incorporation; and
(2)    There is no book or record in the appropriate office for recording the plan or the articles of incorporation of religious corporations.
(c)    Any plan or articles of incorporation entitled to the presumption under subsection (b) of this section, shall be filed with the Department and, if the original cannot be found, the Department may record the plan or articles of incorporation from the record book of the religious corporation.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 3 - Religious Corporations › Part II - Roman Catholic Church › Section 5-315 - Formation of Religious Corporation

The corporators of a religious corporation subject to this part shall be the following individuals, appointed or elected according to the discipline and government of the Roman Catholic Church:
(1)    The ordinary of the archdiocese;
(2)    The vicar-general of the archdiocese;
(3)    The pastor of the congregation; and
(4)    Any other individual appointed by the ordinary.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 3 - Religious Corporations › Part II - Roman Catholic Church › Section 5-316 - Articles of Incorporation

(a)    (1)    The corporators shall sign articles of incorporation for the religious corporation. These articles shall contain the information required by Part I of this subtitle.
(2)    At least three of the corporators shall acknowledge the articles.
(b)    The corporators shall file the articles with the Department in the same manner and with the same effect as provided in Part I of this subtitle.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 3 - Religious Corporations › Part II - Roman Catholic Church › Section 5-317 - Conveyance of Assets on Formation of Religious Corporation

In addition to the requirements of § 5-305 of this subtitle, if a congregation forms a religious corporation under this part, any gift, devise, or bequest made to and intended to enure to the benefit of the congregation enures to the benefit of the religious corporation, whether or not the religious corporation was designated or described accurately in the gift, devise, or bequest.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 3 - Religious Corporations › Part II - Roman Catholic Church › Section 5-318 - Powers of Corporation

Subject to the discipline and government of the Roman Catholic Church, a religious corporation formed under this part has:
(1)    To the extent that they are consistent with the general character of the religious corporation, the general powers set forth in § 2-103 of this article; and
(2)    The powers set forth in § 5-306 of this subtitle.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 3 - Religious Corporations › Part II - Roman Catholic Church › Section 5-319 - Succession of Corporators

The corporators of a religious corporation formed under this part continue to constitute the religious corporation until, according to the discipline and government of the Roman Catholic Church, their respective successors are appointed or elected to act as corporators.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 3 - Religious Corporations › Part II - Roman Catholic Church › Section 5-320 - Amendment of Charter; Articles of Amendment

(a)    The corporators may amend the charter of a religious corporation formed under this part at any time they consider appropriate.
(b)    (1)    If an amendment is adopted under this section, the corporators shall adopt and sign articles of amendment for the religious corporation. These articles shall set forth the amendment and state that the amendment was approved by the corporators.
(2)    At least three of the corporators shall acknowledge the articles and verify under oath the matters and facts contained in the articles.
(3)    The corporators shall file the articles of amendment for record with the Department.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 3 - Religious Corporations › Part III - United Methodist Church › Section 5-324 - Trustees

(a)    The trustees of a Methodist Church, whether or not it is incorporated, shall be elected by its charge conference in accordance with the discipline of the United Methodist Church, as authorized and declared by the general conference of that church.
(b)    As to a religious corporation subject to this part, the trustees of the church shall be the directors of the religious corporation.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 3 - Religious Corporations › Part III - United Methodist Church › Section 5-325 - Bylaws

The bylaws of a religious corporation subject to this part:
(1)    Shall include, by reference or otherwise, the discipline of the United Methodist Church as from time to time authorized and declared by the general conference of that church; and
(2)    May not be inconsistent with that discipline.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 3 - Religious Corporations › Part III - United Methodist Church › Section 5-326 - Holding of Property

All assets owned by any Methodist Church, including any former Methodist Episcopal Church, Methodist Protestant Church, Methodist Episcopal Church, South, the Washington Methodist Conference, or Evangelical United Brethren Church, whether incorporated, unincorporated, or abandoned:
(1)    Shall be held by the trustees of the church in trust for the United Methodist Church; and
(2)    Are subject to the discipline, usage, and ministerial appointments of the United Methodist Church, as from time to time authorized and declared by the general conference of that church.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 3 - Religious Corporations › Part III - United Methodist Church › Section 5-327 - Absence of Trust Clause in Deeds

The absence of a trust clause in any deed or other conveyance executed before June 1, 1953, does not relieve or exclude a local church in any way from its Methodist connectional responsibilities or from the provisions of this part and does not absolve a local congregation or board of trustees of its responsibility to the United Methodist Church, if such an intent of the founders or the later congregations and boards of trustees is indicated by:
(1)    The conveyance of the assets to the trustees of the local church or any of its predecessors;
(2)    The use of the name, customs, and polity of the United Methodist Church in such a way as to be known to the community as part of this denomination; or
(3)    The acceptance of the pastorate of ministers appointed by a bishop of the United Methodist Church or employed by the superintendent of the district in which the local church is located.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 3 - Religious Corporations › Part III - United Methodist Church › Section 5-328 - Assets of Certain Churches in Garrett County

As to any local church in Garrett County that was affiliated formerly with the Evangelical United Brethren Church and that withdraws from the West Virginia United Methodist Conference, this part does not prevent the local church from retaining title to any assets controlled by it.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 3 - Religious Corporations › Part IV - United Presbyterian Church in the United States of America › Section 5-329 - Scope of Part

(a)    Except as provided in subsection (b) of this section, this part applies to every religious corporation formed in this State by a Presbyterian Church that is subject to the jurisdiction of the United Presbyterian Church in the United States of America.
(b)    This part does not apply to any Presbyterian Church incorporated by special act of the General Assembly.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 3 - Religious Corporations › Part IV - United Presbyterian Church in the United States of America › Section 5-331 - Charters

(a)    To the extent not prohibited by the Constitution of the United States or of this State, the charter of each religious corporation subject to this part and incorporated before June 1, 1957, is deemed to be amended to conform to the constitution of the United Presbyterian Church in the United States of America and its successors, as from time to time in effect.
(b)    The charter of a religious corporation subject to this part may not be amended in any way that conflicts with the constitution of the United Presbyterian Church in the United States of America and its successors, as from time to time in effect.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 3 - Religious Corporations › Part IV - United Presbyterian Church in the United States of America › Section 5-332 - Trustees

(a)    The trustees of a religious corporation subject to this part shall be elected by the congregation of the religious corporation in accordance with its charter.
(b)    If a vacancy exists in the office of trustee and the charter of the religious corporation does not provide for filling the vacancy, the congregation of the religious corporation may fill the vacancy.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 3 - Religious Corporations › Part V - Protestant Episcopal Church, Diocese of Maryland › Section 5-333 - Scope of Part; Applicability of Part I

(a)    This part applies to every religious corporation formed in this State by a parish or separate congregation that is in union with or intending to apply for union with the convention of the Protestant Episcopal Church in the Diocese of Maryland, as created by Chapter 67, Acts of 1840.
(b)    (1)    Except as provided in paragraph (2) of this subsection or otherwise in this part:
(i)    Part I of this subtitle applies to and regulates the corporate and temporal affairs of every religious corporation described in subsection (a) of this section, including those incorporated under Chapter 24, Acts of 1798, or by special act of the General Assembly; and
(ii)    To the extent not prohibited by the Constitution of the United States or of this State, the charter of each of them is deemed to be amended to conform to this subtitle until the charter otherwise is amended by the parish or separate congregation as provided in Part I of this subtitle.
(2)    As to any parish or separate congregation that was incorporated before the effective date of the State Constitution of 1851 and, therefore, has an irrepealable charter, unless that parish or separate congregation accepts, uses, enjoys, or in any way avails itself of any right, privilege, or advantage granted or conferred by any statute enacted after November 3, 1891:
(i)    Part I of this subtitle does not apply to the parish or separate congregation; and
(ii)    The parish or separate congregation continues to be governed by the statute under which it was incorporated.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 3 - Religious Corporations › Part V - Protestant Episcopal Church, Diocese of Maryland › Section 5-334 - Regulation of Affairs

(a)    (1)    Each religious corporation subject to this part may adopt bylaws to govern its corporate and temporal affairs, including the qualifications of voters at congregational meetings and the establishment of a minimum voting age of not less than 16.
(2)    Bylaws may be adopted if approved by a majority of the qualified voters voting at a regular or special congregational meeting called for that purpose.
(b)    Each religious corporation subject to this part is subject at all times to:
(1)    The organization, government, and discipline of the Protestant Episcopal Church in the United States of America; and
(2)    The constitution and canons of that church and of the convention of the Protestant Episcopal Church in the Diocese of Maryland.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 3 - Religious Corporations › Part V - Protestant Episcopal Church, Diocese of Maryland › Section 5-335 - Parish Boundaries

(a)    This part does not affect the geographical boundaries of any parish, as distinguished from a separate congregation without prescribed geographical boundaries, in the Diocese of Maryland on July 1, 1973.
(b)    A parish may not be subdivided into a new parish or added in whole or in part to any existing parish unless approved by a majority vote of the vestry of each parish affected by the subdivision or addition.
2023 Maryland Statutes › Corporations and Associations › Title 5 - Special Types of Corporations › Subtitle 3 - Religious Corporations › Part V - Protestant Episcopal Church, Diocese of Maryland › Section 5-336 - Corporate Existence and Rights Not Impaired

This part does not diminish or impair in any way the corporate existence or the rights, powers, and privileges of any religious corporation that was incorporated before July 1, 1973, under Chapter 24, Acts of 1798, or by special act of the General Assembly.