Free Maryland Corporate Bylaws Template

Corporate bylaws are the internal rules a Maryland corporation adopts to govern itself. Section 2-109 of the Corporations and Associations Article covers both the meeting where they are adopted and who controls them afterwards.

Watch the vocabulary as you draft. Maryland corporate bylaws answer to the charter rather than to articles of incorporation, and the filing body is the Department rather than a Secretary of State.

Section 2-109 has two subsections, and they cover two different moments in the corporation’s life.

The Organization Meeting

Subsection (a)(1) provides that after the Department accepts the articles of incorporation for record, the directors named in the articles hold an organization meeting at the call of a majority of them. Adopting bylaws is one of its stated purposes, alongside electing officers and any other business.

Three Days’ Written Notice

Subsection (a)(2) requires the directors who call the meeting to notify each director in writing of the time and place at least three days before it is held. That notice is a written requirement rather than an option.

Where the Power Goes Afterwards

Subsection (b) is the part worth planning around. After the organization meeting, the power to adopt, alter, and repeal the bylaws is vested in the stockholders, except to the extent that the charter or bylaws vest it in the board of directors.

The default therefore flips at the end of that first meeting. Directors adopt the original bylaws, and stockholders inherit control unless something written says otherwise.

The stockholders, unless you have written otherwise. Subsection (b) vests the power in them as the starting position once the organization meeting closes.

Two documents can change that. The charter can vest bylaw power in the board, and so can the bylaws themselves, which makes this one of the few decisions a corporation can settle inside the bylaws rather than the charter.

Most corporations address it at the organization meeting. Adopting bylaws that give the board continuing authority is simpler than amending the charter for the same effect later.

The sequence follows section 2-109 closely, and the order matters.

1. File your articles of incorporation and wait for the Department to accept them for record.
2. Call the organization meeting, which takes a majority of the directors named in the articles.
3. Give each director written notice of the time and place at least three days ahead.
4. Draft the bylaws, working from meetings and quorum through to officers and stock.
5. Decide where bylaw power should sit afterwards, and write it into the bylaws if the board should keep it.
6. Adopt the bylaws at the meeting, elect officers, and minute everything with dates.