MARVIN MANDEL, Governor

1697

ANY MEETING OF ITS MEMBERS;

(5)   PROVIDE FOR THE NUMBER OR PROPORTION OF
VOTING MEMBERS WHOSE PRESENCE IN PERSON OR BY PROXY
CONSTITUTES A QUORUM AT ANY MEETING OF ITS MEMBERS;

(6)   PROVIDE THAT ANY ACTION MAY BE TAKEN OR
AUTHORIZED BY ANY NUMBER OR PROPORTION OF THE VOTES OF
ALL ITS MEMBERS OR AIL ITS DIRECTORS ENTITLED TO VOTE;

(7)   DENY OR LIMIT THE RIGHT OF ITS MEMBERS TO
VOTE BY PROXY; AND

(8)   PROVIDE FOR THE RIGHT OF MEMBERS TO VOTE
BY MAIL ON A STATED PROPOSAL OR FOR THE ELECTION OF
DIRECTORS OR ANY OFFICERS WHO ARE ELECTED BY MEMBERS.

REVISOR'S NOTE: This section combines without
substantive change the provisions of Art. 23,
§§133, 134(c), and 135(a), (b), and (e).

The phrase "and any action taken..is
effective," contained in present Art. 23,
§135(b), has been deleted as unnecessary.

The only other changes are in style.

5-203. CALLING OF ORGANIZATION MEETING.

NOTWITHSTANDING THE PROVISIONS OF TITLE 2 OF THIS
ARTICLE, THE ORGANIZATION MEETING OF THE BOARD OF
DIRECTORS NAMED IN THE CHARTER OF A NONSTOCK CORPORATION
MAY BE CALLED BY EITHER:

(1)         A MAJORITY OF THE INCORPORATORS; OR

(2)         NOT LESS THAN ONE-THIRD OF THE DIRECTORS
NAMED IN THE CHARTER.

REVISOR'S NOTE: This section presently appears as
Art. 23, §135(d).

The only changes are in style.

5-204. DIRECTORS AS MEMBERS.

FOR PURPOSES OF ANY LAM OR RULE RELATING TO MEMBERS
OF A NONSTOCK CORPORATION, THE DIRECTORS OF A NONSTOCK
CORPORATION ALSO CONSTITUTE THE MEMBERS OF THE
CORPORATION AND, WHEN MEETING AS DIRECTORS, MAY EXERCISE
THE RIGHTS AND POWERS OF MEMBERS IF:

(1) THE CHARTER OR BYLAWS OF THE CORPORATION DO NOT
PROVIDE FOR MEMBERS; OR