Title 2. Corporations in General -- Formation, Organization, and Operation — Subtitle 5. Stockholders

If the charter or bylaws of a corporation that is an investment company as defined in 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.

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.

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.

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.

The president;

The board of directors; or

Any other person specified in the charter or the bylaws.

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.

A request for a special meeting shall state the purpose of the meeting and the matters proposed to be acted on at the meeting.

The secretary shall:

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.

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.

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

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.

Provided in the charter or bylaws; or

Set by the board of directors under the provisions of the charter or bylaws.

Participate in the meeting of the stockholders; and

Be considered present in person and may vote at the meeting of the stockholders, whether the meeting is held at a designated place or partially or solely by remote communication, if:

Each stockholder entitled to vote at the meeting; and

Each other stockholder entitled to notice of the meeting.

The time of the meeting, the place of the meeting, if any, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at the meeting; and

The purpose of the meeting, if:

For purposes of this section, notice is given to a stockholder when it is:

Unless the charter or bylaws provide otherwise, if a corporation has received a request from a stockholder that notice not be sent by electronic transmission, the corporation may not provide notice to the stockholder by electronic transmission.

An affidavit of the secretary, an assistant secretary, the transfer agent, or other agent of the corporation that notice has been given by a form of electronic transmission, in the absence of actual fraud, shall be prima facie evidence of the facts stated in the affidavit.

Notice given by electronic transmission shall be considered ineffective if:

The inadvertent failure to deliver notice under paragraph (2) of this subsection does not invalidate any meeting or other action.

Before or after the meeting delivers a written waiver or a waiver by electronic transmission which is filed with the records of stockholders meetings; or

Is present at the meeting in person or by proxy.

Provided in writing or by electronic transmission by each stockholder entitled to vote on the matter; and

Filed in paper or electronic form with the records of stockholders meetings.

Unless the charter requires otherwise, the holders of any class or series of stock, other than shares of common stock entitled to vote generally in the election of directors, may take action or consent to any action by providing a consent in writing or by electronic transmission of the stockholders entitled to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a stockholders meeting at which all stockholders entitled to vote on the action were present and voted if the corporation gives notice of the action to each holder of the class or series of stock not later than 10 days after the effective time of the action.

If authorized by the charter of a corporation, the holders of shares of common stock entitled to vote generally in the election of directors may take action or consent to any action by providing a consent in writing or by electronic transmission of the stockholders entitled to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a stockholders meeting at which all stockholders entitled to vote on the action were present and voted if the corporation gives notice of the action not later than 10 days after the effective date of the action to each holder of shares of the class or series of common stock and to each stockholder who, if the action had been taken at a meeting, would have been entitled to notice of the meeting.

By electronic transmission; or

In paper form, by hand, or by certified or registered mail, return receipt requested.

A consent under this section is not effective unless consents authorized by a sufficient number of stockholders to take action are provided to the corporation in writing or by electronic transmission within 60 days after the date of the earliest consent in accordance with procedures adopted under subsection (e) of this section.

Unless otherwise provided in the consent, a consent under this subsection is revocable before the effective time.

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

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.

This subsection applies to a corporation that:

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.

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.

A stockholder may vote the stock the stockholder owns of record either:

Unless a proxy provides otherwise, it is not valid more than 11 months after its date.

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.

A stockholder may authorize another person to act as proxy for the stockholder as provided in this subsection.

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.

A proxy is revocable by a stockholder at any time without condition or qualification unless:

A proxy may be made irrevocable for as long as it is coupled with an interest.

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.

A fiduciary may vote, either in person or by proxy, stock registered in his name as fiduciary.

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.

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.

If only one votes, his vote binds all, and if more than one vote, the vote of the majority binds all.

If more than one vote and the vote is evenly split on any particular matter:

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.

Shares of a corporation’s own stock owned directly or indirectly by it may not be voted at any meeting and may not be counted in determining the total number of outstanding shares entitled to be voted at any given time unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.

Shares of its own stock are considered owned indirectly by the corporation if owned by another corporation or entity in which the corporation owns shares or interests entitled to cast a majority of all the votes entitled to be cast by holders of all shares or interests outstanding and entitled to vote.

Notice of a meeting;

Vote at a meeting;

Receive a dividend; or

Be allotted other rights.

The record date may not be prior to the close of business on the day the record date is fixed. Except as otherwise provided in this section, the record date shall be not more than 90 days before the date on which the action requiring the determination will be taken;

The transfer books may not be closed for a period longer than 20 days; and

In the case of a meeting of stockholders, the record date or the closing of the transfer books shall be at least ten days before the date of the meeting.

The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders is the later of:

The record date for determining stockholders entitled to receive payment of a dividend or an allotment of any rights is the close of business on the day on which the resolution of the board of directors declaring the dividend or allotment of rights is adopted, but the payment or allotment may not be made more than 60 days after the date on which the resolution is adopted.

A meeting of stockholders convened on the date for which it was called may be adjourned from time to time without further notice to a date not more than 120 days after the original record date.

Prior to being convened, a meeting of stockholders may be postponed from time to time to a date not more than 120 days after the original record date.

Bylaws;

Minutes of the proceedings of the stockholders;

Annual statements of affairs; and

Voting trust agreements provided to the corporation in accordance with § 2–510(2) of this subtitle.

Have the requested documents available on file at its principal office; or

Make the requested documents available by electronic transmission.

Any stockholder or holder of a voting trust certificate in a corporation other than an open–ended investment company may provide to any officer of the corporation, the resident agent of the corporation, or any agent designated by the corporation to maintain corporate documents on the corporation’s behalf, a request in writing or by electronic transmission for a statement showing all stock and securities issued by the corporation during a specified period of not more than 12 months before the date of the request.

Within 20 days after a request is made under this subsection, the corporation shall prepare and have available on file at its principal office or make available by electronic transmission a sworn statement of its president or treasurer or one of its vice–presidents or assistant treasurers which states:

In person or by agent, on request in writing or by electronic transmission, inspect and copy during usual business hours the corporation’s books of account and its stock ledger;

Provide to any officer of the corporation, the resident agent of the corporation, or any agent designated by the corporation to maintain corporate documents on the corporation’s behalf, a request in writing or by electronic transmission for a statement of its affairs; and

In the case of any corporation which does not maintain the original or a duplicate stock ledger at its principal office, provide to any officer of the corporation, the resident agent of the corporation, or any agent designated by the corporation to maintain corporate documents on the corporation’s behalf, a request in writing or by electronic transmission for a list of its stockholders.

In the case of a request for a statement of affairs, a statement verified under oath by its president or treasurer or one of its vice–presidents or assistant treasurers which sets forth in reasonable detail the corporation’s assets and liabilities as of a reasonably current date; and

In the case of a request for a list of stockholders, a list verified under oath by one of its officers or its stock transfer agent or registrar which sets forth the name and address of each stockholder and the number of shares of each class or series of stock which the stockholder holds.

The class of stockholders who may certify;

The purpose for which the certification may be made;

The form of certification and the information to be contained in it;

If the certification is with respect to a record date or closing of the stock transfer books, the time after the record date or closing of the stock transfer books within which the certification must be received by the corporation; and

Any other provisions with respect to the procedure which the board considers necessary or desirable.