1580                                             LAWS OF MARYLAND                       [Ch. 311

ASSERTED AGAINST HIM AND INCURRED BY HIM IN OR ARISING
OUT OF HIS POSITION, WHETHER OR NOT THE CORPORATION WOULD
HAVE THE POWER TO INDEMNIFY HIM UNDER THIS SECTION,

REVISOR'S NOTE: This section presently appears as
Art. 23, §64.

The definitions contained in subsection (a) of
this section are new language derived from §
64 (a) and (h) and are included to avoid
repetition.

The reference in present §64 to "a constituent
of a constituent" is deleted. No substantive
change is made since on consummation of a
consolidation or merger, the separate
existence of the "principal" constituent would
cease and the "constituent constituent" would
become a constituent.

Throughout the section, various inconsistent
references to "action," "suit," and
"proceeding" are harmonized, by using the
single term "proceeding."

In subsection (c) (2) of this section, the
venue provision is deleted. It is covered by
CJ § 6—201, which is somewhat broader.

References in subsection (g) of this section
to "executors" and "administrators" are
changed to "personal representative." See
Art. 1, §5.

The only other changes are in style.

SUBTITLE 5. STOCKHOLDERS.

2-501. ANNUAL MEETING.

(A)      MEETING REQUIRED.

EACH CORPORATION SHALL HOLD AN ANNUAL MEETING
OF ITS STOCKHOLDERS TO ELECT DIRECTORS AND TRANSACT ANY
OTHER BUSINESS WITHIN ITS POWERS.

(B)   TIME OF MEETING.

THE MEETING SHALL BE HELD:

(1) AT THE TIME PROVIDED IN THE BYLAWS; OR

(2) IF THE BYLAWS SPECIFY A PERIOD NOT
EXCEEDING 31 DAYS DURING WHICH THE MEETING MAY BE HELD,