§ 4-303. Effect of election to have no board of directors

   If there is an election to have no board of directors:

   (1) The stockholders may exercise all powers of directors, and the business and affairs of the corporation shall be managed under their direction;

   (2) The stockholders of the corporation are responsible for taking any action required by law to be taken by the board of directors;

   (3) Action by stockholders shall be taken by the voting of shares of stock as provided in this article;

   (4) The stockholders may take any action for which this article otherwise would require both a resolution of directors and a vote of stockholders;

   (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;

   (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;

   (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

   (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.

HISTORY: An. Code 1957, art. 23, § 105; 1975, ch. 311, § 2; 1976, ch. 567, § 2; 1977, ch. 529; 1986, ch. 5, § 1; 1988, ch. 280, § 1; ch. 281, § 1.