HARRY HUGHES, Governor

2265

Article - Corporations and Associations

Section 2-402(a)

Annotated Code of Maryland

(1975 Volume and 1984 Supplement)

BY repealing and reenacting, with amendments,

Article - Corporations and Associations

Section 2-408

Annotated Code of Maryland

(1975 Volume and 1984 Supplement)

SECTION 1. BE IT ENACTED BY THE GENERAL ASSEMBLY OF
MARYLAND, That the Laws of Maryland read as follows:

Article - Corporations and Associations

2-402.

(a) Each corporation shall have at least three directors at
all times, provided that:

(i) If there is no stock outstanding the number of
directors may be less than three but not less than one; and

(ii) If there is stock outstanding and so long as
there are less than three stockholders, the number of directors
may be less than three but not less than the number of
stockholders.

2-408.

(a)  Unless this article or the charter or bylaws of the
corporation require a greater proportion, the action of a
majority of the directors present at a meeting at which a quorum
is present is the action of the board of directors.

(b)  (1) Unless the bylaws of the corporation provide
otherwise, a majority of the entire board of directors
constitutes a quorum for the transaction of business.

[(2) Notwithstanding any provision of the bylaws to
the contrary, a quorum may not be less than:

(i) One third of the entire board of directors;
or

(ii) Two directors.]

(2) THE BYLAWS MAY PROVIDE THAT LESS THAN A MAJORITY,
BUT NOT LESS THAN ONE-THIRD OF THE ENTIRE BOARD OF DIRECTORS, MAY
CONSTITUTE A QUORUM UNLESS: