Maryland Corporate Bylaws

Maryland Corporate Laws

• Corporate Tax: An 8.25% on the Maryland taxable income of a corporation is in effect.^[2][3]
• Board: Corporations are “managed by or under the direction of a board of directors.”^[4]
  • Number – Corporations must have at least one initial director “in its charter until changed by the bylaws.” ^[5]
  • Qualifications – The directors “and each nominee for director” are subject to the qualifications listed in the corporation’s charter or bylaws.^[6]
  • Terms – Directors elected during the annual meeting generally serve “until their successors are elected and qualify.” ^[7]
  • Staggered Terms – Corporations stagger elections by dividing directors into two (or three) equal classes, but once a year, “at least one class shall expire.”^[8]
  • Fiduciary Duty – Directors act for the benefit of the corporation as “an ordinarily prudent person in a like position.”^[9]
• Meetings: The board of directors must give prior notice before meetings “as provided by the bylaws.”^[10]
• Officers: The board “may have any other officer” prescribed in the bylaws but must always have a president, treasurer, and secretary.^[11]
• Quorum: The majority of “the entire board” constitutes a quorum unless bylaws or the articles prescribe otherwise.^[12]
• Emergency Bylaws: Corporations can implement “certain emergency bylaws” that is only used during a disaster.^[13]