Bylaws Of A Corporation With No Members In Maryland
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§ 2-106. (a) A corporation shall record its name with the Department as provided in Title 1, Subtitle 5 of this article. (2) To use the assumed name in all of its dealings with the Department and the conduct of its affairs in this State.
Corporate bylaws are legally required in Maryland.
Tax Exempt Nonstock Corporation. This is the structure taken by most charities or other business entities in Maryland that are seeking tax-exempt status with the Federal and/or Maryland State Government. This type of corporation may not issue stock, and does not have owners.
Corporate bylaws are a company's foundational governing document. They lay out how things should run day-to-day and the processes for making important decisions. They serve as a legal contract between the corporation and its shareholders, directors, and officers and set the protocol for how the organization operates.
In order to amend the bylaws, a member must make a motion and present the amendment during a regularly scheduled meeting of the Board. The motion to amend the bylaws must be approved by a supermajority vote of the full Board at the next regularly scheduled meeting of the Board.
The Delaware corporate code covers most of the topics normally addressed in the Bylaws. Therefore, if the Certificate of Incorporation sets forth the authorized number of directors there is no legal requirement that a corporation have bylaws.
A corporation must have at least three officers (President, Secretary, and Treasurer), at least one Director, and is owned by shareholders, which may be individuals or other business entities.
Maryland requires at least three officers who are not related to each other (President, Secretary, and Treasurer) and a minimum of five members of the board of directors. In the state of Maryland, the board must include at least three directors who are unrelated to each other.
