# Corporations and Associations (GCA)

## Title 4. Close Corporations

### Subtitle 3. Board of Directors

#### Section 4-303

If there is an election to have no board of directors:

(1) The stockholders may exercise all powers of directors, and the business and affairs of the corporation shall be managed under their direction;

(2) The stockholders of the corporation are responsible for taking any action required by law to be taken by the board of directors;

(3) Action by stockholders shall be taken by the voting of shares of stock as provided in this article;

(4) The stockholders may take any action for which this article otherwise would require both a resolution of directors and a vote of stockholders;

(5) By the affirmative vote of a majority of all the votes entitled to be cast, the stockholders may take any action for which this article otherwise would require a vote of a majority of the entire board of directors;

(6) A statement that the corporation is a close corporation which has no board of directors satisfies any requirement that an instrument filed with the Department contain a statement that a specified action was taken by the board of directors;

(7) The special liabilities imposed on directors by Sec. 2-312(a) of this article and the provisions of Sec.Sec. 2-312(b) and 2-410 of this article apply to the stockholders of the corporation and, for this purpose, "present" in Sec. 2-410 of this article means present in person or by proxy; and

(8) A stockholder is not liable for any action taken as a result of a vote of the stockholders, unless he was entitled to vote on the action.

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