# Corporations and Associations (GCA)

## Title 2. Corporations in General -- Formation, Organization, and Operation

### Subtitle 4. Directors and Officers

#### Section 2-401

(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.

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Md. Code Ann., Corps. & Ass'ns (as displayed at mgaleg.maryland.gov, October 16, 2026)