1564

LAWS OF MARYLAND

[Ch. 311

ANY STOCKHOLDER WHO RECEIVES ANY DISTRIBUTION,
PAYMENT, OR RELEASE MADE CONTRARY TO THE PROVISIONS OF
THIS ARTICLE IS LIABLE TO THE CORPORATION, ITS RECEIVER,
OR OTHER PERSON WINDING UP ITS AFFAIRS TO THE EXTENT THAT
THE AMOUNT DISTRIBUTED, PAID, OR RELEASED TO HIM EXCEEDED
THE AMOUNT WHICH PROPERLY COULD HAVE BEEN DISTRIBUTED,
PAID, OR RELEASED UNDER THIS ARTICLE.

REVISOR'S NOTE: Subsection (a) of this section
presently appears as Art. 23, §37(b).

Subsection (b) of this section is new language
derived without substantive change from Art.
23, §32(e).

Subsection (c) of this section presently
appears as Art. 23, §36(c).

The only changes are in style.

For the definition of the term "insolvent,"
see §2-301.

SUBTITLE 4. DIRECTORS AND OFFICERS.

2-401. FUNCTION OF DIRECTORS.

(A)       MANAGEMENT.

THE BOARD OF DIRECTORS OF A CORPORATION SHALL MANAGE
ITS BUSINESS AND AFFAIRS.

(B)   POWER OF BOARD.

THE BOARD OF DIRECTORS   MAY EXERCISE ALL THE POWERS

OF THE CORPORATION, EXCEPT     THOSE CONFERRED ON OR

RESERVED TO THE STOCKHOLDERS   BY LAW OR BY THE CHARTER OR
BYLAWS OF THE CORPORATION.

REVISOR'S NOTE: This section presently appears as
the first two sentences of Art. 23, §52(a).

The only changes are in style.

2-402. NUMBER OF DIRECTORS.

(A)   MINIMUM NUMBER.

EACH CORPORATION SHALL HAVE AT LEAST THREE DIRECTORS
AT ALL TIMES.

(B)       CHARTER PROVISION.

SUBJECT TO THE PROVISIONS OF SUBSECTION (A) OF THIS