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Ch. 642
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2000 LAWS OF MARYLAND
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2-402.
(a) Each corporation shall have at least [three directors at all times, provided
that:
(1) If there is no stock outstanding the number of directors may be less
than three but not less than one; and
(2) 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] ONE DIRECTOR.
2-408.
(D) (1) THE CHARTER MAY PROVIDE THAT ONE OR MORE DIRECTORS OR A
CLASS OF DIRECTORS SHALL HAVE MORE OR LESS THAN ONE VOTE PER DIRECTOR
ON ANY MATTER
(2) IF THE CHARTER PROVIDES THAT ONE OR MORE DIRECTORS SHALL
HAVE MORE OR LESS THAN ONE VOTE PER DIRECTOR ON ANY MATTER, EVERY
REFERENCE IN THIS ARTICLE TO A MAJORITY OR OTHER PROPORTION OF
DIRECTORS SHALL REFER TO A MAJORITY OR OTHER PROPORTION OF VOTES OF THE
DIRECTORS.
2-411.
(a) The [bylaws of a corporation may authorize its] board of directors [to] OF
A CORPORATION MAY:
(1) Appoint from among its members an executive committee and other
committees composed of one or more directors; and
(2) Delegate to these committees any of the powers of the board of
directors, except the power to:
(i) Authorize dividends on stock;
(ii) Issue stock other than as provided in subsection (b) of this
section;
(iii) Recommend to the stockholders any action which requires
stockholder approval;
(iv) Amend the bylaws; or
(v) Approve any merger or share exchange which does not require
stockholder approval.
(E) NOTWITHSTANDING SUBSECTION (A) OF THIS SECTION OR § 2-408(D) OF
THIS SUBTITLE, THE CHARTER OR BYLAWS OF A CORPORATION, OR ANY AGREEMENT
TO WHICH THE CORPORATION IS A PARTY AND WHICH HAS BEEN APPROVED BY THE
BOARD OF DIRECTORS, MAY PROVIDE FOR:
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