Corporations and Associations (GCA) — Title 2. Corporations in General -- Formation, Organization, and Operation

Except as otherwise expressly provided by law, a corporation may be formed under this title for any lawful purposes.

If the purpose for which a corporation is organized or its form makes it subject to a special provision of law, the corporation also shall comply with that provision.

Except as provided elsewhere in this section, in order to form a corporation, one or more adult individuals acting as incorporators shall:

Have perpetual existence;

Sue, be sued, complain, and defend in all courts;

Have, use, alter, or abandon a corporate seal;

Transact its business, carry on its operations, and exercise the powers granted by this article in any state, territory, district, and possession of the United States and in any foreign country;

Make contracts and guarantees, incur liabilities, and borrow money;

Sell, lease, exchange, transfer, convey, mortgage, pledge, and otherwise dispose of any or all of its assets;

Issue bonds, notes, and other obligations and secure them by mortgage or deed of trust of any or all of its assets;

Acquire by purchase or in any other manner, and take, receive, own, hold, use, employ, improve, and otherwise deal with any interest in real or personal property, wherever located;

Purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of and otherwise use and deal in and with stock and other interests in and obligations of other Maryland and foreign corporations, associations, partnerships, and individuals;

Subject to the limitations provided in this article, acquire any of its own stock, bonds, notes, and other obligations and securities;

Invest its surplus funds, lend money from time to time in any manner which may be appropriate to enable it to carry on the operations or fulfill the purposes specified in its charter, and take and hold real and personal property as security for the payment of funds so invested or loaned;

Be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other enterprise;

Make gifts or contributions in cash, other property, or stock or other securities of the corporation to or for the use of:

Elect its officers and appoint its agents, define their duties, determine their compensation, and adopt and carry into effect employee and officer benefit plans;

Renounce, in its charter or by resolution of its board of directors, any interest or expectancy of the corporation in, or in being offered an opportunity to participate in, business opportunities or classes or categories of business opportunities that are:

Adopt, alter, and repeal bylaws not inconsistent with law or its charter for the regulation and management of its affairs;

Exercise generally the powers set forth in its charter and those granted by law; and

Do every other act not inconsistent with law which is appropriate to promote and attain the purposes set forth in its charter.

The articles of incorporation shall include:

The articles of incorporation may include:

The inclusion or omission of a provision in the charter that allows the board of directors to consider the effect of a potential acquisition of control on persons specified in subsection (b)(9) of this section does not create an inference concerning factors that may be considered by the board of directors regarding a potential acquisition of control.

A corporation may provide by its charter:

Notwithstanding subsection (a)(13) of this section, the board of directors of a corporation that is registered or intends to register as an open–end company under the Investment Company Act of 1940, after the registration as an open–end company takes effect, may increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class that the corporation has authority to issue, unless a provision has been included in the charter of the corporation after July 1, 1987, prohibiting an action by the board of directors to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class that the corporation has authority to issue.

A corporation shall record its name with the Department as provided in Title 1, Subtitle 5 of this article.

The Department may permit a foreign corporation that has a name prohibited by Title 1, Subtitle 5 of this article to register or qualify to do business in this State, if the foreign corporation agrees:

Each Maryland corporation shall have:

After the organization meeting of the board of directors, the power to adopt, alter, and repeal the bylaws of the corporation is vested in the stockholders except to the extent that the charter or bylaws vest it in the board of directors.

The bylaws may contain any provisions not inconsistent with law or the charter of the corporation for the regulation and management of the affairs of the corporation.

The bylaws may divide the directors of the corporation into classes and specify the term of office of each class.

Each corporation shall maintain, or cause to be maintained on its behalf, correct and complete:

Notwithstanding any requirement of § 2-604(b) or § 2-607(a)(1) of this title or § 3-403(b) of this article, the charter of a closed-end investment company or any prospectus filed by the closed-end investment company pursuant to the federal Investment Company Act of 1940 may require the company to submit to its stockholders, at an annual or special meeting of the stockholders, a proposal to amend its charter to convert to an open-end investment company, to dissolve, to require the closed-end investment company to make one or more tender offers for its shares, or to take other action intended to eliminate any trading discount to net asset value of the closed-end investment company’s shares, even if the board of directors fails to recommend the proposal or declare the proposal advisable or recommends that the stockholders reject it.

The charter or bylaws of a corporation with capital stock may not impose liability on a stockholder who is a party to an internal corporate claim for the attorney’s fees or expenses of the corporation or any other party in connection with an internal corporate claim.

This section applies to any books or records maintained by or on behalf of a corporation, including:

The records of a corporation may be maintained by means of any information storage device, method, or electronic network or database, including a distributed electronic network or database, if:

A corporation shall convert a record maintained in accordance with subsection (b) of this section into a clearly legible written form on request of any person who is entitled to inspect the record under this title.

This section applies to the electronic transmission, by means of an electronic network or database, including a distributed electronic network or database, of any communication, consent, or request under this title, including:

An electronic transmission described under subsection (a) of this section is not effective until the later of:

In this section, “emergency” means a situation in which a quorum of the board of directors cannot readily be assembled because of some catastrophic event.

All provisions of the bylaws not inconsistent with the emergency provisions remain effective during an emergency.

Any corporate act taken in good faith and in accordance with the emergency provisions:

The emergency provisions may state that the standard of conduct required by § 2–405.1 of this title shall apply to the conduct of a director acting pursuant to the emergency provisions.

In this section, “emergency” has the meaning stated in § 2–116 of this subtitle.

During an emergency, unless the bylaws contain emergency provisions providing otherwise, notice of a meeting of the board of directors may be given:

Any corporate act taken in good faith under this section during an emergency:

In this section, “emergency” means a situation in which it is impracticable to convene a meeting of stockholders in accordance with the Maryland General Corporation Law or the bylaws or as specified in a notice for the meeting previously given, because of some catastrophic event.

During an emergency, unless the bylaws contain emergency provisions providing otherwise, the board of directors may:

The corporation shall give notice to stockholders of any action taken under this section, including any new date, time, or place of a meeting:

Any corporate act taken in good faith under this section during an emergency:

Subject to the provisions of this subtitle, a corporation from time to time may issue:

The authorization of stock convertible into other stock or securities convertible into stock constitutes an authorization of the stock into which the stock or securities are convertible, without further specific authorization in the charter.

A subscription for stock of a corporation which is not yet formed is irrevocable for a period of 3 months, unless:

Unless the subscription agreement provides otherwise, a subscription is not void or unenforceable solely because less than all of the authorized stock is subscribed for.

Unless the subscription agreement provides otherwise, a subscription for stock, whether made before or after the corporation is formed, shall be paid in full or in installments at the times set by the board of directors.

Unless the subscription agreement provides otherwise, a subscriber has no voting or other rights with respect to the stock subscribed for until the stock is issued and fully paid.

Before the issuance of stock or convertible securities, the board of directors shall adopt a resolution that:

In the absence of actual fraud in the transaction, the minimum consideration stated in the charter or determined by the board of directors in its resolution is conclusive for all purposes.

For purposes of this section, the consideration for stock issued as a stock dividend is the resulting capitalization of surplus.

This section does not apply to the issuance of stock or convertible securities as part of:

If its issuance is authorized in accordance with this subtitle, stock with par value and securities convertible into stock with par value may be issued as full paid and nonassessable even if the price or value of the consideration received is less than the par value of the stock issued or the stock into which the securities are convertible.

Notwithstanding any other provision of this section or § 2–204 or § 2–206 of this subtitle, a corporation may issue stock or other securities of the corporation pursuant to § 2–103(13) of this title without consideration of any kind.

A corporation may not issue stock or convertible securities in violation of a limitation or restriction contained in its charter or bylaws.

If stock of the corporation is outstanding and entitled to be voted at the time the board of directors adopts a resolution authorizing the issuance of additional stock or convertible securities, the corporation may not issue the stock or the convertible securities unless:

Unless the charter or bylaws provide otherwise, approval of the stockholders is not required under this section for the issuance of stock as a stock dividend.

If the issuance of stock convertible into other stock or of securities convertible into stock, or the issuance of warrants or options exercisable for stock or convertible securities, is authorized in the manner required by this subtitle for the issuance of the stock into which the stock or securities are convertible or for which the warrants or options are exercisable, the authorization constitutes an authorization of the issuance of the stock into which the stock or securities are convertible or for which the warrants or options are exercisable, without further specific authorization under this subtitle.

This section does not apply to any issuance described in § 2-203(d) of this subtitle.

For a corporation incorporated on or after October 1, 1995, unless the charter expressly grants such rights to the stockholder, a stockholder does not have any preemptive right to subscribe to:

For a corporation incorporated before October 1, 1995, a stockholder shall have preemptive rights as and to the extent in existence before October 1, 1995, unless and until expressly changed or terminated by charter amendment.

The consideration for the issuance of stock, convertible securities, warrants, or options may consist in whole or in part of:

The corporation may place in escrow shares issued for a contract for future labor or services or a promissory note or other obligation for future payment in money, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the labor or services are performed or the note or other obligation for future payment in money is paid. If the labor or services are not performed or the note or other obligation for future payment in money is not paid, the shares escrowed or restricted and the distributions credited may be canceled in whole or in part.

When the corporation receives the consideration for which stock or convertible securities are to be issued, the stock or convertible securities are fully paid and nonassessable.

Notwithstanding any other provision of the Maryland General Corporation Law, a corporation may issue shares of its stock without consideration for the purpose of qualifying the corporation as a real estate investment trust under the Internal Revenue Code.

Articles supplementary shall include:

Articles supplementary shall be executed in the manner required by Title 1 of this article.

Articles supplementary are effective as of the later of:

Notwithstanding subsection (a)(2) of this section:

Articles supplementary shall include:

Articles supplementary shall be executed in the manner required by Title 1 of this article.

Articles supplementary are effective as of the later of:

Notwithstanding subsection (a)(2) of this section:

The debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular class or series are enforceable against the assets associated with that class or series only, and not against the assets of the corporation generally or any other class or series of stock; and

The debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the corporation generally or associated with any other class or series are not enforceable against the assets associated with that class or series.

Each corporation shall maintain, or cause to be maintained on its behalf, a stock ledger which contains:

The stock ledger may be in written form or in any other form that complies with § 2–114 of this title.

The original or a duplicate of the stock ledger shall be maintained:

Except as provided in subsections (b) and (c) of this section, each stockholder is entitled to stock certificates that represent and certify the shares of stock the stockholder holds in the corporation.

A stock certificate may not be issued until the stock represented by it is fully paid.

A corporation may not issue a stock certificate in bearer form.

Each stock certificate shall include on its face:

If the corporation has authority to issue stock of more than one class, the stock certificate shall contain on its face or back a full statement or summary of:

Instead of a full statement or summary of the information required by subsection (b) of this section, the certificate may state that the corporation will furnish a full statement of the required information to any stockholder on request and without charge.

Without affecting § 8-204 of the Commercial Law Article, if the corporation which issues the stock imposes a restriction on its transferability, the stock certificate shall:

Except as otherwise provided by § 8-204 of the Commercial Law Article, the fact that a stock certificate does not contain or refer to a restriction on transferability that is adopted after the date of issuance of the stock certificate does not mean that the restriction is invalid or unenforceable.

Each stock certificate shall be signed by the president, a vice president, the chief executive officer, the chief operating officer, the chief financial officer, the chairman of the board, or the vice chairman of the board and countersigned by the secretary, an assistant secretary, the treasurer, an assistant treasurer, or any other officer.

Each certificate which represents any stock, bond, note, guaranty, obligation, or other corporate security:

A certificate described in this section is valid and may be issued whether or not an officer who signed it is still an officer when it is issued.

Unless the bylaws provide otherwise, the board of directors of a corporation may determine the conditions for issuing a new stock certificate in place of one which is alleged to have been lost, stolen, or destroyed.

In its discretion, the board may require the owner of the certificate to give bond, with sufficient surety, to indemnify the corporation against any loss or claim arising as a result of the issuance of a new certificate.

The issuance of a new certificate under this section does not constitute an overissue of the shares it represents.

A corporation may, but is not obliged to:

The board of directors may impose any reasonable condition on the issuance of the scrip or other evidence of ownership, including a condition that:

A corporation may not issue a certificate representing scrip in bearer form.

For scrip issued without a certificate, on request by a scripholder, the corporation shall deliver to the scripholder, without charge, a statement in writing or by electronic transmission of the information required to be on a certificate under § 2–211 of this subtitle.

A stockholder or subscriber for stock of a corporation is not obligated to the corporation or its creditors with respect to the stock, except to the extent that:

The following persons are not personally liable to the corporation or its creditors for the unpaid portion of the consideration due for stock:

The liability imposed by this section may be enforced only by:

A director or officer of a corporation may not knowingly and willfully:

In the absence of actual fraud in the transaction, a determination by the board of directors or a statement in the charter as to the actual value of consideration other than money for which stock or convertible securities are to be issued or as to the propriety of accepting that consideration for issuing the stock or convertible securities is conclusive for all purposes.

An officer or director who violates any provision of this section is guilty of a misdemeanor and on conviction is subject to a fine not exceeding $5,000 or imprisonment not exceeding two years or both.

A distribution may be in the form of:

Each corporation shall keep its books in a manner which shows:

If stock with par value and stock without par value are issued together for a particular consideration, the amount by which the consideration exceeds the aggregate par value of the stock with par value constitutes the consideration received for the stock without par value.

Subsections (a)(2) and (b) of this section do not affect a good faith allocation of amounts to retained earnings, earned surplus, or a similar account if:

By resolution of its board of directors, a corporation may apply any part of its capital surplus for:

An application of capital surplus under subsection (a) of this section shall be disclosed to the stockholders of the corporation in its next annual report.

Unless the charter provides otherwise, if stated capital is reduced by retiring stock held by the corporation, the board of directors may approve the reduction without stockholder action.

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:

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.

In this section, “reverse stock split” means a combination of outstanding shares of stock of a corporation into a lesser number of shares of stock of the same class without any change in the aggregate amount of stated capital of the corporation, except for a change resulting from the elimination of fractional shares in accordance with § 2–214 of this title.

If authorized by its board of directors, a corporation may make distributions to its stockholders, subject to any restriction in its charter and the limitations in § 2–311 of this subtitle.

If the board of directors of a corporation has given general authorization for a distribution and provides for or establishes a method or procedure for determining the maximum amount of the distribution, the board may delegate to an officer of the corporation the power, in accordance with the general authorization, to fix the amount and other terms of the distribution.

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:

This section applies only to a corporation registered as an open–end company under the Investment Company Act of 1940.

Subject to the provisions of § 2–311 of this subtitle, a corporation may redeem shares of its stock from any stockholder if:

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.

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:

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.

In this section, “investment company” means a corporation registered under the Investment Company Act of 1940.

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.

The board of directors may base a determination that a distribution is not prohibited under subsection (a) of this section either on:

Except as provided in subsection (e) of this section, the effect of a distribution under subsection (a) of this section is measured:

A corporation’s indebtedness to a stockholder, incurred by reason of a distribution made in accordance with this section, is at parity with the corporation’s indebtedness to the corporation’s general, unsecured creditors, except to the extent subordinated by agreement.

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.

A director held liable under subsection (a) of this section for an unlawful distribution is entitled to contribution:

The liabilities imposed by this section are in addition to any other liability imposed by law on the directors of a corporation.

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.

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:

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:

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.

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.

Each corporation shall have at least one director.

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.

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:

Each director and each nominee for director of a corporation shall have the qualifications required by the charter or bylaws of the corporation.

Unless required by its charter or bylaws, a director need not be a stockholder in the corporation.

Until successors are elected and qualify, the board of directors consists of the individuals named as directors in the charter.

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.

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.

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.

In this section, “act” includes, as the context requires:

This section applies to acts of an individual who:

A director of a corporation shall act:

A director who acts in accordance with the standard of conduct provided in this section shall have the immunity from liability described under § 5–417 of the Courts Article.

The standard of conduct provided in this section does not require a director of a corporation to:

An act of a director of a corporation is presumed to be in accordance with subsection (c) of this section.

An act of a director of a corporation relating to or affecting an acquisition or a potential acquisition of control of the corporation or any other transaction or potential transaction involving the corporation may not be subject to a higher duty or greater scrutiny than is applied to any other act of a director.

This section:

This section applies to a corporation that is an investment company, as defined by the Investment Company Act of 1940.

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.

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:

Unless the charter of the corporation provides otherwise:

A resignation of a director given in writing or by electronic transmission may provide that:

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.

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:

Unless the charter requires otherwise, any action required or permitted to be taken at a meeting of the board of directors or of a committee of the board of a corporation that is registered as an open–end investment company under the federal Investment Company Act of 1940 may be taken without a meeting if the consent of a majority of the entire board of directors or a majority of the directors serving on the committee and in the manner and by the vote required under the federal Investment Company Act of 1940 which sets forth the action is:

A director who did not consent and receives a notice under subsection (d) of this section may file a dissent to the action by sending a notice of dissent to the secretary of the corporation within 10 days of receipt of the notice by:

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.

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:

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:

The right to dissent does not apply to a director who:

The board of directors of a corporation may:

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.

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.

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.

Notwithstanding subsection (a) of this section or § 2–408(e) 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:

Each Maryland corporation shall have the following officers:

In addition to the required officers, a Maryland corporation may have any other officer provided for in the bylaws.

Unless the bylaws provide otherwise, the board of directors shall elect the officers.

Unless the bylaws provide otherwise, an officer serves for one year and until his successor is elected and qualifies.

Unless the bylaws provide otherwise, the board of directors may fill a vacancy which occurs in any office.

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:

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.

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.

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.

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:

The loan, guarantee, or other assistance may be:

A director may not be indemnified under subsection (b) of this section in respect of any proceeding charging improper personal benefit to the director, whether or not involving action in the director’s official capacity, in which the director was adjudged to be liable on the basis that personal benefit was improperly received.

Unless limited by the charter:

The indemnification and advancement of expenses provided or authorized by this section may not be deemed exclusive of any other rights, by indemnification or otherwise, to which a director may be entitled under the charter, the bylaws, a resolution of stockholders or directors, an agreement or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

This section does not limit the corporation’s power to pay or reimburse expenses incurred by a director in connection with an appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent in the proceeding.

For purposes of this section:

Unless limited by the charter:

Any indemnification of, or advance of expenses to, a director in accordance with this section, if arising out of a proceeding by or in the right of the corporation, shall be reported in writing to the stockholders with the notice of the next stockholders’ meeting or prior to the meeting.

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:

Subsection (a) of this section applies if:

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.

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.

Each corporation shall hold an annual meeting of its stockholders to elect directors and transact any other business within its powers.

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.

The failure to hold an annual meeting does not invalidate the corporation’s existence or affect any otherwise valid corporate act.

A special meeting of the stockholders of a corporation may be called by:

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.

Unless the charter or bylaws expressly provide otherwise, the board of directors has the sole power to fix:

Unless the charter provides otherwise, meetings of stockholders shall be held as is:

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.

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:

Not less than 10 nor more than 90 days before each stockholders’ meeting, the secretary of the corporation shall give, or cause to be given, notice in writing or by electronic transmission of the meeting to:

The notice shall state:

Whenever this article or the charter or bylaws of a corporation require notice of a meeting of the stockholders, each person who is entitled to the notice waives notice if the person:

The charter or bylaws may require any stockholder proposing a nominee for election as a director or any other matter for consideration at a meeting of the stockholders to provide advance notice of the nomination or proposal to the corporation before a date or within a period of time specified in the charter or bylaws.

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.

This section does not limit the manner in which a corporation otherwise may give notice to stockholders.

Except as provided in subsection (b) of this section, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if a unanimous consent which sets forth the action is:

Any consent authorized by this section shall be provided to the corporation by delivery to its principal office in the State, its resident agent, or the officer or agent of the corporation that maintains, or causes to be maintained on behalf of the corporation, the records in which proceedings of minutes of stockholders meetings are recorded.

A stockholder may provide the consent authorized by this section:

The board of directors may adopt reasonable procedures for providing consents instead of holding a meeting under this section.

Any charter documents filed with the Department in accordance with an action taken under this section may provide that the action was approved by the stockholders in the manner provided by this section.

Unless this article or the charter of a corporation provides otherwise, at a meeting of stockholders:

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.

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.

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.

Stock registered in the name of a corporation, if entitled to be voted, may be voted by the president, a vice president, or a proxy appointed by either of them, unless another person appointed to vote the stock under a bylaw or a resolution of the board of directors presents a certified copy of the bylaw or resolution, in which case he may vote the stock.

Entering into a written voting trust agreement which specifies the terms and conditions of the voting trust;

Providing an executed copy of the voting trust agreement to the corporation at its principal office or by electronic transmission; and

Transferring their stock for purposes of the agreement to a trustee.

As provided in the agreement;

As the parties may agree; or

Based on a procedure set forth in the agreement.

Unless the bylaws provide otherwise, the board of directors may set a record date or direct that the stock transfer books be closed for a stated period for the purpose of making any proper determination with respect to stockholders, including which stockholders are entitled to:

As set by the bylaws or the board of directors:

If a record date is not set and the stock transfer books are not closed:

Any stockholder, holder of a voting trust certificate in a corporation, or his agent, on request provided in writing or by electronic transmission, may inspect and copy during usual business hours any of the following corporate documents: