{"data":{"id":"us-md/md.-code-corporations-and-associations-4-303","jurisdiction":"us-md","citation":"Md. Code, Corporations and Associations § 4–303","heading":"","body":"If there is an election to have no board of directors:\n(1) The stockholders may exercise all powers of directors, and the business and affairs of the corporation shall be managed under their direction;\n(2) The stockholders of the corporation are responsible for taking any action required by law to be taken by the board of directors;\n(3) Action by stockholders shall be taken by the voting of shares of stock as provided in this article;\n(4) The stockholders may take any action for which this article otherwise would require both a resolution of directors and a vote of stockholders;\n(5) By the affirmative vote of a majority of all the votes entitled to be cast, the stockholders may take any action for which this article otherwise would require a vote of a majority of the entire board of directors;\n(6) A statement that the corporation is a close corporation which has no board of directors satisfies any requirement that an instrument filed with the Department contain a statement that a specified action was taken by the board of directors;\n(7) The special liabilities imposed on directors by § 2-312(a) of this article and the provisions of §§ 2-312(b) and 2-410 of this article apply to the stockholders of the corporation and, for this purpose, “present” in § 2-410 of this article means present in person or by proxy; and\n(8) A stockholder is not liable for any action taken as a result of a vote of the stockholders, unless he was entitled to vote on the action.","path":["Article - Corporations and Associations"],"source_url":"https://mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=gca\u0026section=4-303","current_through":"2026-01-01","vintage":"","retrieved_at":"2026-09-14T19:56:43Z","sha256":"c9b1f38cc9eceb732c54be28a7bf083bd2ab15ba4965d20fbd7b25ee471d9208","source_id":"us-md","stale":false,"prev":"us-md/md.-code-corporations-and-associations-4-302","next":"us-md/md.-code-corporations-and-associations-4-401"},"notice":"GroundRules: Original legal text. Not legal advice."}