1698

LAWS OF MARYLAND

[Ch. 311

(2) THE NONSTOCK CORPORATION IN FACT HAS NO
MEMBERS.

REVISOR'S NOTE: This section presently appears as
Art. 23, §134(a).

The word "directors" has been substituted for
"members of the governing board by whatever
name they may be called"; §1-101 of this
article defines "director" as a "member of the
governing body of a corporation whether
designated as director...or by any other
title."

The only other changes are in style.

5-205. WHEN MEMBERSHIP REDUCED BY DEATH OR RESIGNATION.

(A)   REDUCTION OF MEMBERSHIP BELOW MAJORITY.

A NONSTOCK CORPORATION IS NOT REQUIRED TO DISSOLVE
MERELY BECAUSE THE DEATH OR RESIGNATION OF A MEMBER
REDUCES THE ACTUAL NUMBER OF MEMBERS TO LESS THAN
REQUIRED BY ITS CHARTER OR BYLAWS.

(B)   POWER OF REMAINING MEMBERS.

AS LONG AS THERE IS A REMAINING MEMBER, HE MAY FILL
VACANCIES AND CONTINUE THE CORPORATE EXISTENCE.

REVISOR'S NOTE: This section presently appears as
Art. 23, §134(b).

The requirement that there be two or more
remaining members to fill vacancies and
continue the corporate existence has been
changed to permit one remaining member to
accomplish this. This is done to avoid a gap
in the present structure which exists since
§5-204 of this subtitle provides that the
directors would become the members of the
corporation if no members remained and under
this section they would be allowed to fill
vacancies and continue the corporate
existence. However, under present Art. 23,
§134(b) , when the membership is reduced to
one, the remaining member would appear to be
unable to fill vacancies and, by implication,
may not continue the corporate existence.

The only other changes are in style.

5-206. INSUFFICIENT NUMBER OF MEMBERS PRESENT AT MEETING.