(a) All business and affairs of a corporation, whether or not in the ordinary course, shall be managed by or under the direction of a board of directors.
(b) All powers of the corporation may be exercised by or under authority of the board of directors except as conferred on or reserved to the stockholders by law or by the charter or bylaws of the corporation.
Structure Maryland Statutes
Title 2 - Corporations in General -- Formation, Organization, and Operation
Subtitle 4 - Directors and Officers
Section 2-401 - Function of Directors
Section 2-402 - Number of Directors
Section 2-403 - Qualifications of Directors and Nominees for Director
Section 2-404 - Election and Tenure of Directors
Section 2-405 - Directors Holding Over
Section 2-405.1 - Standard of Care Required of Directors
Section 2-405.2 - Corporate Limitations on Director Liability
Section 2-405.3 - When Director of Investment Company Deemed Independent and Disinterested
Section 2-406 - Removal or Resignation of Director
Section 2-407 - Vacancy on Board
Section 2-408 - Action by Directors
Section 2-409 - Meetings of Directors
Section 2-410 - Dissent of Director to Action of Board
Section 2-411 - Executive and Other Committees
Section 2-412 - Required and Permitted Officers
Section 2-413 - Election, Tenure, and Removal of Officers
Section 2-414 - Powers and Duties of Officers and Agents
Section 2-415 - Holding More Than One Office
Section 2-416 - Financial Assistance to Officers and Employees
Section 2-418 - Indemnification of Directors, Officers, Employees, and Agents