1530

LAWS OF MARYLAND

[Ch. 311

resides in this State is deleted as
unnecessary.

Subsection (c)(3) of this section is clarified
to reflect the requirement for unity of the
old and new addresses of the corporation and
resident agent. This conforms with current
practices.

In subsection (d) of this section, the
requirement that an "original counterpart" of
the resignation be filed has been changed to a
"counterpart or photocopy of the signed
resignation" to reflect current practice,

The only other changes are in style,

2-109. ORGANIZATION MEETING OF DIRECTORS; ADOPTION OF
BYLAWS.

(A)   ORGANIZATION MEETING.

(1)     AFTER THE DEPARTMENT ACCEPTS THE
ARTICLES OF INCORPORATION FOR RECORD, AT THE CALL OF A
MAJORITY OF THE DIRECTORS NAMED IN THE ARTICLES, THE
DIRECTORS SHALL HOLD AN ORGANIZATION MEETING OF THE
BOARD OF DIRECTORS, TO ADOPT BYLAWS, ELECT OFFICERS, AND
TRANSACT ANY OTHER BUSINESS WHICH MAY COME BEFORE THE
MEETING.

(2)   THE DIRECTORS WHO CALL THE MEETING SHALL
NOTIFY EACH DIRECTOR IN WRITING OF THE TIME AND PLACE OF
THE MEETING AT LEAST THREE DAYS BEFORE IT IS HELD.

(B)     SUBSEQUENT BYLAWS TO BE ADOPTED BY
STOCKHOLDERS.

AFTER THE ORGANIZATION MEETING OF THE BOARD OF
DIRECTORS, THE POWER TO ADOPT, ALTER, AND REPEAL THE
BYLAWS OF THE CORPORATION IS VESTED IN THE STOCKHOLDERS
EXCEPT TO THE EXTENT THAT THE CHARTER OR BYLAWS VEST IT
IN THE BOARD OF DIRECTORS.

REVISOR'S NOTE: Subsection (a) of this section
presently appears as Art. 23, §55. It is
placed here because it provides a logical
transition between the formation of a
corporation and its issuance of stock and
commencement of business.

Subsection (b) of this section presently
appears as the first sentence of Art. 23, §48.
The second and third sentences of §48 appear
in §2—110 of this title. The last paragraph