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Do Maryland bylaws need to be signed by the two

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Do Maryland bylaws need...

Do Maryland bylaws need to be signed by the two stockholders?

Lawyer's Assistant: Has anything been officially filed? If so, what?

Articles were filed.

Lawyer's Assistant: Anything else you want the lawyer to know before I connect you?

How do you amend bylaws?

Submitted: 5 months ago.Category: Business Law
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1/8/2018
Business Lawyer: Bill Attorney, Lawyer replied 5 months ago
Bill Attorney
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Satisfied Customers: 2,455
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Dear Customer ,

Thank You for posting your business law question today. I'm attorney Bill assisting you.

You can file amended articles of association or bylaws with the Department of Assessments and Taxation.

http://dat.maryland.gov/Pages/default.aspx

Amendments need to be approved by the board of directors and filed by the board:

"

§2-401.

(a) The business and affairs of a corporation shall be managed 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."

You can mail in amendments or file in person.

In case of partnerships, the partnership agreement is followed in relation to any amendment of documents; for 1 director companies just the 1 director's signature is needed.

Your articles of association should outline the directors roles in amending any business document and should be followed in amending bylaws or articles of association.

We are here to help, so please follow up with me if you need further assistance.

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Customer reply replied 5 months ago
It is not necessary to file bylaws in the state of Maryland. My question was - do you need to have the two stockholders sign the bylaws? And, when the bylaws are amended do they need to sign again?
Business Lawyer: Bill Attorney, Lawyer replied 5 months ago

Stockholders is not what is relevant, the directors are responsible for filing amendments to business documents.

If the stockholders are the same as the directors then indirectly they need to sign and file.

This is set out in the articles of association, it will state whether 1 or both can act independently or jointly.

You filed these upon corporation and are available from the DAT.

In a two director situation, both signatures are the norm, but you can verify this by reviewing the articles of association.

We are here to help, so please follow up with me if you need further assistance.

In return remember to rate positively today.

You do this by rating 5*****, 4**** or better.

FIVE STARS is much appreciated.

I'm an independent legal expert and rely on your positive feedback today.

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Attorney Bill

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Customer reply replied 5 months ago
I have never heard of Articles of Association. Is that the same as my bylaws? I filed my Articles of Incorporation only.
Business Lawyer: Bill Attorney, Lawyer replied 5 months ago

The articles of association are similar to bylaws. There should be existing articles or bylaws that outline how decision making processes are conducted. So you consult either the bylaws or articles as to the process to amend or file bylaws.

If no bylaws have been filed they will need to be filed by by both stockholders initially or a majority of stockholders/directors so signed by both.

Best

Attorney Bill

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Customer reply replied 5 months ago
Maryland does not accept filing of bylaws. Where do you say I need to file them?
Business Lawyer: Bill Attorney, Lawyer replied 5 months ago

Your bylaws aren't filed with the State but should be adopted by both stockholders.

You can file an amendment of the certificate of association with the State's office in relation to directors, officers, and process agent.

The process is set out here for your reference:

https://www.northwestregisteredagent.com/maryland-corporation-amendment.html

Best

Attorney Bill

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Customer reply replied 5 months ago
This website only includes amendments to the Articles. No the bylaws I am talking about.
Business Lawyer: Bill Attorney, Lawyer replied 5 months ago

The statute expresses a majority as I indicated so both stockholders for the adoption of bylaws:

"

a) Time period for adoption of bylaws. -- Within 30 days after incorporation as a cooperative or within 30 days after the filing of articles of amendment and restatement of a corporation converting to a cooperative, the cooperative shall adopt bylaws not inconsistent with this subtitle for the regulation and management of its affairs.

(b) Adoption and amendment of bylaws. --

(1) The initial bylaws of a cooperative may be adopted by the temporary board of directors.

(2) (i) Thereafter, bylaws may be adopted and amended only by the members, unless the members adopt a bylaw which permits the board of directors or delegates of the membership to adopt and amend specific bylaws.

(ii) Any bylaw adopted or amended by the board of directors or by delegates shall be reported at the next regular membership meeting."

In return remember to rate positively today.

You do this by rating 5*****, 4**** or better.

FIVE STARS is much appreciated.

I'm an independent legal expert and rely on your positive feedback today.

Thanks

Attorney Bill

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