Maryland Code § CA-2-109

Section CA-2-109
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(a) (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.

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