1504                                          LAWS OF MARYLAND                                Ch. 567

(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 §§ 2-315(b), (c) , and (d) [, and 2-416] of
this article and the provisions of §§ 2-315(e) AND (F)
[,] AND 2-410 [, and 2-417] 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.

4-601.

A consolidation, merger, SHARE EXCHANGE, or transfer
of assets of a close corporation shall be made in
accordance with the provisions of Title 3 of this
article. However, approval of [the proposed transaction]
A PROPOSED CONSOLIDATION OR MERGER, A TRANSFER OF ITS
ASSETS, OR AN ACQUISITION OF ITS STOCK IN A SHARE
EXCHANGE requires the affirmative vote of every
stockholder of the corporation.

5-117.

If all stockholders of a professional corporation
fail at one time to be licensed in the professional
service for which the corporation is organized, the
corporation may no longer operate or be treated as a
professional corporation, but is to operate and be
treated as a corporation under the [general corporation
laws of this article] MARYLAND GENERAL CORPORATION LAW.

5-201.

The provisions of [this article governing

corporations in general] THE MARYLAND GENERAL CORPORATION
LAW apply to nonstock corporations unless:

(1) The context of the provisions clearly requires
otherwise; or

(2) Specific provisions of this subtitle or other
subtitles governing specific classes of corporations
provide otherwise.

5-208.

(a) Except as otherwise provided in this section,
THE dissolution OR FORFEITURE OF THE CHARTER of a
nonstock corporation shall be effected as provided in
Title 3 of this article. In dissolution OR ON FORFEITURE