Statutes in some jurisdictions require that the constitution or articles of association, and the bylaws, be acknowledged or verified. In some jurisdictions, it is required by statute that the constitution or articles of association be recorded, particularly where the association or club owns real property or any interest in real property.
The Maryland Articles of Association serve as a guiding document that outlines the fundamental principles and governing rules for an organization operating in the state of Maryland. It establishes the legal framework and sets forth the structure and internal management procedures for various entities, such as corporations, non-profit organizations, and limited liability companies (LCS). These articles play a significant role in defining the rights, responsibilities, and relationships of the organization and its stakeholders. Maryland Articles of Association for corporations: 1. Articles of Incorporation: This document is filed with the Maryland Secretary of State when forming a corporation. It includes essential information such as the corporation's name, purpose, duration, authorized stock, registered agent, and incorporates. 2. Bylaws: While not technically part of the Articles of Association, the bylaws complement and expand upon the provisions outlined in the articles. Bylaws cover matters such as the composition of the board of directors, shareholder rights, meeting procedures, and other internal governance aspects. Maryland Articles of Association for non-profit organizations: 1. Articles of Incorporation: Similar to corporations, non-profit organizations in Maryland must file Articles of Incorporation with the Secretary of State. These articles include information about the organization's name, purpose, registered agent, duration, and other pertinent details. 2. Charitable Organization Initial Registration: In addition to the Articles of Incorporation, non-profit organizations engaged in charitable activities may need to register with the Maryland Secretary of State's Charitable Organization Division. This registration helps ensure compliance with state regulations and provides transparency regarding fundraising activities and financial disclosures. Maryland Articles of Association for limited liability companies (LCS): 1. Articles of Organization: When establishing an LLC in Maryland, the Articles of Organization must be filed with the Secretary of State. These articles disclose the LLC's name, registered agent, principal office address, purpose, management structure (member-managed or manager-managed), and any other provisions deemed necessary by the members. 2. Operating Agreement: Although not mandatory, an LLC may also have an operating agreement that outlines the internal governance, roles, and responsibilities of the members, allocation of profits and losses, decision-making processes, and other operational aspects. In summary, the Maryland Articles of Association exist to provide a legal foundation for various types of organizations. By adhering to these requirements, entities can establish clear rules and guidelines for managing their affairs in compliance with Maryland state laws and regulations.
