SPIRO T. AGNEW, Governor                        1339

(4) Any requirement of this Article that an instrument filed
with the Department contain a statement that a specified action has
been taken by the board of directors, shall be satisfied by a statement
that the corporation is a close corporation having no board of direc-
tors pursuant to the authority of this section.

(5)    Any action for which the vote of a majority of the entire
board of directors is required by any provision of this Article may
be taken by the stockholders by the affirmative vote of a majority of
all of the votes entitled to be cast thereon.

(6)    Action by stockholders shall be taken by the voting of shares
of stock as provided in this Article.

(b)    An election to have no board of directors shall become effec-
tive at (i) such time as the organization meeting of directors under
Section 55 of this Article and the issuance of some stock of the corpo-
ration have been completed, (ii) the effective time of the charter docu-
ment in which the election is made or (iii) such other time as may be
provided by the charter, whichever is later; and at such time the di-
rectors shall cease to be directors, without further act.

(c)    In the case of an election to have no board of directors under
this section—

(1)    The stockholders shall be subject to the special liabilities
imposed on directors in subsections (1), (2), (3) and (4) of Section
62(a) of this Article.

(2)    The provisions of subsections (b), (c), (d) and (e) of Section
62 of this Article shall be applicable to the stockholders of the
corporation. For purposes of Section 62 (b), the term "present"
shall mean present in person or by proxy.

(3)    No stockholder shall be liable by virtue of a vote of stock-
holders (whether under paragraphs (1) and (2) of this subsection
or otherwise) for any action taken by such a vote, unless he had the
right to vote on such action.

106.    Number of Directors—Close Corporations.

If a close corporation has a board of directors, the number of its
directors may be fixed at one or more, notwithstanding any pro-
vision of this Article requiring a corporation to have at least three
directors.

107.    Annual Meeting of Stockholders—Close Corporations.

The by-laws of a close corporation shall provide for an annual
meeting of stockholders in accordance with Section 38 of this Article,
but such annual meeting need not be held unless a written request
that such meeting be held is delivered to the president or secretary of
the corporation by any stockholder not less than thirty days before
the date specified for such meeting in the by-laws, or, if a period of
time during which the date for such meeting may be fixed is specified
in the by-laws, not less than thirty days prior to the commencement
of such period.

108.    Stockholders' Additional Right of Inspection—Close Corpora-
tions.

(a) Any stockholder of a close corporation may, during usual
business hours, inspect and copy, in person or by agent or attorney,