MARVIN MANDEL, Governor                               1565

SECTION, A MARYLAND CORPORATION SHALL HAVE THE NUMBER OF
DIRECTORS PROVIDED IN ITS CHARTER UNTIL CHANGED BY THE
BYLAWS.

(C) BYLAWS PROVISION.

(1) SUBJECT TO THE PROVISIONS OF SUBSECTION
(A) OF THIS SECTION, THE BYLAWS MAY:

(I)    ALTER THE NUMBER OF DIRECTORS SET BY THE
CHARTER; AND

(II)  AUTHORIZE A MAJORITY OF THE ENTIRE BOARD
OF DIRECTORS TO ALTER WITHIN SPECIFIED LIMITS THE NUMBER
OF DIRECTORS SET BY THE CHARTER OR THE BYLAWS, BUT THE
ACTION MAY NOT AFFECT THE TENURE OF OFFICE OF ANY
DIRECTOR.

REVISOR'S NOTE: This section is new language derived
without substantive change from Art. 23, § 53.

It should be noted that subsection (a) of this
section is not applicable to certain classes
of corporations for which special provisions
exists; e.g., a close corporation formed under
Title 4 of this article, a professional
service corporation formed under Title 5,
Subtitle 1, and a finance or insurance
corporation subject to Title 6.

2-403. QUALIFICATIONS OF DIRECTORS.

(A)   IN GENERAL.

EACH DIRECTOR OF A CORPORATION SHALL HAVE THE
QUALIFICATIONS REQUIRED BY THE CHARTER OR BYLAWS OF THE
CORPORATION.

(B)   DIRECTOR NEED NOT OWN STOCK.

UNLESS REQUIRED BY ITS CHARTER OR BYLAWS, A
DIRECTOR NEED NOT BE A STOCKHOLDER IN THE CORPORATION.

REVISOR'S NOTE: This section is new language derived
without substantive change from the last two
sentences of Art. 23, §52(a).

2-404. ELECTION AND TENURE OF DIRECTORS.

(A) INITIAL DIRECTORS.

UNTIL THE FIRST ANNUAL MEETING OF STOCKHOLDERS AND
UNTIL SUCCESSORS ARE ELECTED AND QUALIFY, THE BOARD OF
DIRECTORS CONSISTS OF THE INDIVIDUALS NAMED AS