PARRIS N. GLENDENING, Governor

Ch. 36

Former Art. 48A, § 310, which provided that the formation and organization
of a society shall be governed in accordance with former Title 6, Subtitle 4 of
the Corporations and Associations Article, is deleted as unnecessary and
obsolete. The provisions of former Title 6, Subtitle 4 of the Corporations and
Associations Article are incorporated into Part II of this subtitle.

Defined term: "Society" § 8-401

8-411. ARTICLES OF INCORPORATION OF SOCIETY.

(A)     EXECUTION.

THE INCORPORATORS SHALL SIGN AND ACKNOWLEDGE THE ARTICLES OF
INCORPORATION.

(B)     CONTENTS.

THE ARTICLES OF INCORPORATION SHALL INCLUDE:

(1)      THE PURPOSE FOR WHICH THE SOCIETY IS BEING FORMED AND THE
MANNER IN WHICH ITS CORPORATE POWERS ARE TO BE EXERCISED;

(2)      THE NAME OF THE SOCIETY;

(3)      THE NAME, ADDRESS, AND STATE OF RESIDENCE OF EACH
INCORPORATOR; AND

(4)      THE NAME, ADDRESS, RESIDENCE, AND OFFICIAL TITLE OF EACH
OFFICER, TRUSTEE, DIRECTOR, AND ANY OTHER INDIVIDUAL WHO WILL HAVE
GENERAL CONTROL OF THE MANAGEMENT OF THE AFFAIRS AND FUNDS OF THE
SOCIETY FOR THE FIRST YEAR AND UNTIL THE FIRST ELECTION.

(C)     POWERS AND PURPOSES OF SOCIETY.

(1)      THE POWERS SET FORTH IN THE ARTICLES OF INCORPORATION
MAY NOT EXCEED THE POWERS GRANTED TO SOCIETIES BY THIS SUBTITLE.

(2)      THE PURPOSES OF A SOCIETY MAY INCLUDE ANY LAWFUL SOCIAL,
INTELLECTUAL, EDUCATIONAL, CHARITABLE, BENEVOLENT, MORAL, FRATERNAL,
OR RELIGIOUS ACTIVITY.

(D)     NAME OF SOCIETY.

THE NAME OF A SOCIETY MAY NOT BE MISLEADINGLY OR CONFUSINGLY
SIMILAR TO THE NAME OF ANY OTHER SOCIETY OR INSURER.

REVISOR'S NOTE: This section is new language derived without substantive
change from former CA § 6-403.

Subsection (c)(1) of this section is revised to clarify the limits on the powers of
a society. The reference to the powers set forth in the "articles of
incorporation" not exceeding those granted "by this subtitle" is substituted for
the former, awkward reference to the "purposes" of a society not exceeding
the "powers" granted by statute.

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