Legal Question in Business Law in Maryland

I have a small business. On the Articles if Incorporation for a Close corporation, it states �The corporation elects to have no board of directors. Until this election takes effect, PERSON_A will be the director.� This Inc issues 20,000 shares. There are two more people that own this Inc. I google and I think that I need to do draft a by-laws. I saw some sample of the by-laws documents. They state corporate policies, daily operation procedures, schedule and operating rules of directors' and shareholders' meetings, and etc. I don�t see any section that identifies director names and percentage of ownership. Is the by-laws is what I need? What are the wordings that I can use to include these two directors in the by-laws? We don�t have money to hire an attorney. Any advices from you are greatly appreciated. Thank you!


Asked on 9/04/09, 6:10 pm

1 Answer from Attorneys
Robert Sher Wagshal and Sher

Just name your directors and officers in a section of the bylaws. As for "percentage of ownership" you issue stock certificates to the shareholders and keep a stock ledger. You can obtain a corporate kit with printed certificates, a corporate seal and preprinted bylaws for @$75 from various companies. I use Corpex but if you do an internet search you could find others.

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Answered on 9/10/09, 11:37 am


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