Section 5-202 - Provisions in charter or bylaws. - Maryland Statutes

§ 5-202. Provisions in charter or bylaws.
 

(a)  Lack of authority to issue stock.- The charter of each nonstock corporation formed after June 1, 1951, shall provide that the corporation has no authority to issue capital stock. 

(b)  Other charter or bylaw provisions.- Notwithstanding any other provision of this article, the charter or bylaws of a nonstock corporation may: 

(1) Divide the directors or members of the corporation into classes; 

(2) Prescribe the tenure and conditions of office of its directors, but no class of director may be elected to serve for a period shorter than the interval between annual meetings unless: 

(i) All or a class of directors must be members; and 

(ii) Qualifications for membership have the effect of shortening their tenure of office; 

(3) Prescribe the rights, privileges, and qualifications of its members; 

(4) Prescribe the manner of giving notice of any meeting of its members; 

(5) Provide for the number or proportion of voting members whose presence in person or by proxy constitutes a quorum at any meeting of its members; 

(6) Provide that any action may be taken or authorized by any number or proportion of the votes of all its members or all its directors entitled to vote; 

(7) Deny or limit the right of its members to vote by proxy; and 

(8) Provide for the right of members to vote by mail on a stated proposal or for the election of directors or any officers who are elected by members. 
 

[An. Code 1957, art. 23, §§ 133-135; 1975, ch. 311, § 2.]