Ch. 658                          MARVIN MANDEL, Governor                             1373

THE MEMBER ASSOCIATIONS.

453.

(A)   ALL OF THE CORPORATE POWERS OF THE CORPORATION
SHALL BE EXERCISED BY A BOARD OF DIRECTORS, COMPOSED OF
ELEVEN MEMBERS WHO INITIALLY SHALL BE APPOINTED BY THE
GOVERNOR. AFTER A MINIMUM OF THREE ASSOCIATIONS HAVE
BECOME MEMBERS OF THE CORPORATION, THE FIRST ANNUAL
MEETING OF THE CORPORATION SHALL BE HELD, AND THE
MEMBER ASSOCIATIONS OF THE CORPORATION SHALL ELECT
EIGHT DIRECTORS, EACH OF WHOM SHALL BE A REGISTERED
VOTER OF THE STATE OF MARYLAND AND RESIDE THEREIN . OF
THE DIRECTORS ELECTED AT THE FIRST ANNUAL MEETING,
THREE SHALL BE ELECTED FOR TERMS OF TWO YEARS EACH,
THREE SHALL BE ELECTED FOR TERMS OF THREE YEARS EACH,
AND TWO SHALL BE ELECTED FOR TERMS OF FOUR YEARS EACH;
AND THEREAFTER ALL TERMS SHALL BE FOR FOUR YEARS EACH.

(B)   IN ADDITION TO THE EIGHT DIRECTORS ELECTED BY THE
MEMBER ASSOCIATIONS, AS PROVIDED IN SUBSECTION (A) OF
THIS SECTION, THE GOVERNOR OF MARYLAND SHALL APPOINT
THREE DIRECTORS OF THE CORPORATION FOR A TERM OF FOUR
YEARS, WHOSE TERMS SHALL COMMENCE ON THE DATE OF THE
FIRST ANNUAL MEETING OF THE CORPORATION; AND
THEREAFTER THE GOVERNOR, WITH THE ADVICE OF THE
SECRETARY OF LICENSING AND REGULATION, SHALL APPOINT
DIRECTORS FROM TIME TO TIME TO FILL THESE OFFICES OF
DIRECTOR WHENEVER THEY BECOME VACANT. ANY DIRECTOR SO
APPOINTED SHALL BE A REGISTERED VOTER OF THE STATE OF
MARYLAND WHO RESIDES IN MARYLAND.

(C)    A VACANCY OCCURS IN THE MEMBERSHIP OF ANY
DIRECTOR ELECTED BY THE MEMBERS OF THE CORPORATION,
THROUGH DEATH, RESIGNATION, OR OTHERWISE, THE
REMAINING DIRECTORS SHALL ELECT A PERSON TO FILL THE
VACANCY FOR THE UNEXPIRED TERM. A VACANCY OCCURRING
IN THE TERM OF THE DIRECTOR APPOINTED BY THE GOVERNOR,
WITH THE ADVICE OF THE SECRETARY OF LICENSING AND
REGULATION, SHALL BE FILLED BY THE GOVERNOR WITH THE
ADVICE OF THE SECRETARY OF LICENSING AND REGULATION
AND FOR THE UNEXPIRED TERM. UPON THE EXPIRATION OF THE
TERM OF ANY DIRECTOR, HE SHALL CONTINUE AS SUCH UNTIL
HIS SUCCESSOR HAS BEEN ELECTED OR APPOINTED, AND HAS
QUALIFIED.

(D)   THE BOARD OF DIRECTORS SHALL ELECT ONE OF ITS
MEMBERS AS CHAIRMAN OF THE BOARD, AND ADOPT BYLAWS,
RULES, AND REGULATIONS FOR THE CORPORATION, AND IT MAY
APPOINT OFFICERS AND EMPLOYEES IT DEEMS ADVISABLE.

(E)    SIX MEMBERS OF THE BOARD OF DIRECTORS ARE A
QUORUM AT ANY MEETING THEREOF.

(F)  IN THE ELECTION OF DIRECTORS AND IN VOTING ON ANY
OTHER MATTER LEGALLY TO COME BEFORE A MEETING OF THE
CORPORATION, EACH MEMBER ASSOCIATION OF THE
CORPORATION HAS ONE VOTE, TO BE CAST BY A DELEGATE