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§ 2-501. Meeting requirement

West's Annotated Code of MarylandCorporations and AssociationsEffective: October 1, 2023

West's Annotated Code of Maryland
Corporations and Associations
Title 2. Corporations in General--Formation, Organization, and Operation (Refs & Annos)
Subtitle 5. Stockholders
Effective: October 1, 2023
MD Code, Corporations and Associations, § 2-501
§ 2-501. Meeting requirement
Currentness
In general
(a) Each corporation shall hold an annual meeting of its stockholders to elect directors and transact any other business within its powers.
Exception
(b)(1) If the charter or bylaws of a corporation that is an investment company as defined in the Investment Company Act of 1940 so provides, the corporation is not required to hold an annual meeting in any year in which the election of directors is not required to be acted upon under the Investment Company Act of 1940.1
(2) If a corporation is required under paragraph (1) of this subsection to hold a meeting of stockholders to elect directors, the meeting shall be designated as the annual meeting of stockholders for that year.
Time and manner
(c)(1) Except as provided in paragraph (2) of this subsection, the meeting shall be held at the time or in the manner provided in the bylaws.
(2) If a corporation is required under subsection (b)(1) of this section to hold a meeting of stockholders to elect directors, the meeting shall be held no later than 120 days after the occurrence of the event requiring the meeting.
Notice
(d) Except as this article provides otherwise, any business may be considered at an annual meeting without the purpose of the meeting having been specified in the notice.
Failure to hold meeting
(e) The failure to hold an annual meeting does not invalidate the corporation's existence or affect any otherwise valid corporate act.

Credits

Added by Acts 1975, c. 311, § 2, eff. July 1, 1975. Amended by Acts 1987, c. 242; Acts 1989, c. 236, § 2; Acts 1989, c. 715; Acts 2008, c. 292, § 1, eff. June 1, 2008; Acts 2023, c. 560, § 1, eff. Oct. 1, 2023.
Formerly Art. 23, § 38.

Footnotes

1
Aug. 22, 1940, ch. 686, Title I, 54 Stat. 789, codified at 15 U.S.C.A. § 80a-1 et seq.
MD Code, Corporations and Associations, § 2-501, MD CORP & ASSNS § 2-501
Current with legislation effective through October 1, 2024, from the 2024 Regular Session of the General Assembly. Some statute sections may be more current, see credits for details.
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