204

LAWS OF MARYLAND

Ch. 33

THE BUSINESS AND AFFAIRS OF A COMMERCIAL BANK SHALL BE
MANAGED UNDER THE DIRECTION OF A BOARD OF DIRECTORS.

REVISOR'S NOTE: This section is new language that
combines without substantive change the identical
provisions of CA §§ 6-126(a)(1) and 6-147(a)(1).

The term "commercial bank" is defined in § 1-101
of this article.

As to the role of a board of directors,
generally, see Comment to CA § 2-401.

Present CA §§ 6-126(b) and 6-147(b) —which
relate to the management of a State bank or trust
company, respectively, before the election of
directors — are deleted as unnecessary in light
of new § 3-202(b) (6) of this title, which
provides for the naming of the first board in the
articles of incorporation.

3-402. NUMBER OF DIRECTORS.

EACH COMMERCIAL BANK SHALL HAVE AT LEAST 5 AND NOT MORE
THAN 30 DIRECTORS, AS ITS CHARTER OR BYLAWS PROVIDE.

REVISOR'S NOTE: This section is new language that
combines the similar provisions of CA §§ 6—127(a)
and 6-148 (a).

The phrase "as the bylaws provide" presently
appears only as to trust companies. In this
section, it is made applicable also to State
banks and, in light of the provisions of new §
3-202(b) (6) of this title, revised to include a
reference to the charter as well. See also §
3-407 of this subtitle as to additional
directorships.

The term "commercial bank" is defined in § 1-101
of this article.

3-403. QUALIFICATIONS OF DIRECTORS.

(A) IN GENERAL.

(1) AFTER THE INITIAL ISSUANCE OF CAPITAL STOCK
BY A COMMERCIAL BANK, EACH OF ITS DIRECTORS SHALL OWN IN
GOOD FAITH AND OF RECORD UNENCUMBERED SHARES OF THE CAPITAL
STOCK OF:

(I)   THE COMMERCIAL BANK; OR

(II)   A CORPORATION THAT OWNS MORE THAN 80
PERCENT OF THE CAPITAL STOCK OF THE COMMERCIAL BANK.

(2) THE UNENCUMBERED CAPITAL STOCK OWNED BY THE