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§ 2-411. Committees; delegation of power

West's Annotated Code of MarylandCorporations and AssociationsEffective: October 1, 2022

West's Annotated Code of Maryland
Corporations and Associations
Title 2. Corporations in General--Formation, Organization, and Operation (Refs & Annos)
Subtitle 4. Directors and Officers (Refs & Annos)
Effective: October 1, 2022
MD Code, Corporations and Associations, § 2-411
§ 2-411. Committees; delegation of power
In general
(a) The board of directors 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 the issuance of stock other than as provided in subsection (b) of this section;
(ii) Recommend to the stockholders any action which requires stockholder approval, other than the election of directors;
(iii) Amend the bylaws; or
(iv) Approve any merger or share exchange which does not require stockholder approval.
General authorization
(b) If the board of directors has given general authorization for the issuance of stock providing for or establishing a method or procedure for determining the maximum number or the maximum aggregate offering price of shares to be issued, a committee of the board, in accordance with that general authorization or any stock option or other plan or program adopted by the board, may authorize or fix the terms of stock subject to classification or reclassification and the terms on which any stock may be issued, including all terms and conditions required or permitted to be established or authorized by the board of directors under §§ 2-203 and 2-208 of this title.
Absent member
(c) The bylaws may authorize the members of a committee present at any meeting, whether or not they constitute a quorum, to appoint a director to act in the place of an absent member.
Committee does not affect compliance by director
(d) The appointment of any committee, the delegation of authority to it, or action by it under that authority does not constitute, of itself, compliance by any director, not a member of the committee, with the standard provided in § 2-405.1 of this subtitle for the performance of duties of directors.
Standing committees
(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:
(1) The establishment of one or more standing committees or for the creation of one or more committees upon the occurrence of certain events; and
(2) The composition of the membership, and the qualifications and the voting and other rights of members of any such committee, subject to the continued service of members of the committee as directors.

Credits

Added by Acts 1975, c. 311, § 2, eff. July 1, 1975. Amended by Acts 1976, c. 567, § 2; Acts 1996, c. 629, § 1, eff. Oct. 1, 1996; Acts 2000, c. 642, § 1, eff. June 1, 2000; Acts 2003, c. 301, § 1, eff. June 1, 2003; Acts 2004, c. 25, § 5, eff. April 13, 2004; Acts 2008, c. 292, § 1, eff. June 1, 2008; Acts 2010, c. 95, § 1, eff. June 1, 2010; Acts 2010, c. 96, § 1, eff. June 1, 2010; Acts 2022, c. 292, § 1, eff. Oct. 1, 2022; Acts 2022, c. 293, § 1, eff. Oct. 1, 2022.
Formerly Art. 23, § 59.
MD Code, Corporations and Associations, § 2-411, MD CORP & ASSNS § 2-411
Current with all legislation from the 2023 Regular Session of the General Assembly. Some statute sections may be more current, see credits for details.
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