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2017 Maryland Code
Corporations and Associations
Title 4 - Close Corporations
Subtitle 3 - Board of Directors
§ 4-303. Effect of election to have no board of directors
Universal Citation: MD Corp & Assn Code § 4-303 (2017)
- 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 § 2-312(a) of this article and the provisions of §§ 2-312(b) and 2-410 of this article apply to the stockholders of the corporation and, for this purpose, "present" in § 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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