WILLIAM DONALD SCHAEFER, Governor Ch. 715

include a balance sheet and a financial statement of operations
for the preceding fiscal year.

(b) [The] EXCEPT AS PROVIDED IN SUBSECTION (C) OF THIS
SECTION, THE statement of affairs shall be submitted at the
annual meeting of stockholders and, within 20 days after the
meeting, placed on file at the corporation's principal office.

(C) IF A CORPORATION IS NOT REQUIRED TO HOLD AN ANNUAL
MEETING OF STOCKHOLDERS UNDER A CHARTER OR BYLAW PROVISION
ADOPTED IN ACCORDANCE WITH § 2-501 OF THIS TITLE, THE STATEMENT
OF AFFAIRS SHALL BE PLACED ON FILE AT THE CORPORATION'S PRINCIPAL
OFFICE WITHIN 120 DAYS AFTER THE END OF THE FISCAL YEAR.

2-405.

(A)  In case of failure to elect directors at the designated
time, the directors holding over shall continue to manage the
business and affairs of the corporation until their successors
are elected and qualify.

(B)  A DIRECTOR NOT ELECTED ANNUALLY IN ACCORDANCE WITH §
2-501(B) OF THIS TITLE SHALL BE DEEMED TO BE CONTINUING IN OFFICE
AND SHALL NOT BE DEEMED TO BE HOLDING OVER UNDER SUBSECTION (A)
OF THIS SECTION UNTIL AFTER THE TIME AT WHICH AN ANNUAL MEETING
IS REQUIRED TO BE HELD UNDER § 2-501(B) OF THIS TITLE OR THE
CHARTER OR BYLAWS OF THE CORPORATION.

2-501.

(a)  Each corporation shall hold an annual meeting of its
stockholders to elect directors and transact any other business
within its powers.

(b)  (1) If the charter or bylaws of a corporation
registered under the Investment Company Act of 1940 SO provides,
the corporation [may] IS not [be] required to hold an annual
meeting in any year in which [none of the following is required
to be acted on by stockholders under the Investment Company Act
of 1940:

(1)  Election of directors;

(2)  Approval of the investment advisory agreement;

(3)  Ratification of the selection of independent
public accountants; and

(4)  Approval of a distribution agreement] THE
ELECTION OF DIRECTORS IS NOT REQUIRED TO BE ACTED UPON UNDER THE
INVESTMENT COMPANY ACT OF 1940.

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