§ 2-109
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/md/corporations-and-associations/2-109·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
§2–109.
(1)After the Department accepts the articles of incorporation for record, at the call of a majority of the directors named in the articles, the directors shall hold an organization meeting of the board of directors, to adopt bylaws, elect officers, and transact any other business which may come before the meeting.
(2)The directors who call the meeting shall notify each director in writing of the time and place of the meeting at least three days before it is held.
(b)After the organization meeting of the board of directors, the power to adopt, alter, and repeal the bylaws of the corporation is vested in the stockholders except to the extent that the charter or bylaws vest it in the board of directors.