§ 5-204

(a) For purposes of any law or rule relating to members of a nonstock corporation, the directors of a nonstock corporation, under either of the circumstances described in subsection (b) of this section:

(1) Also constitute the members of the corporation; and

(2) When meeting as directors, may exercise the rights and powers of members.

(b) This section applies if:

(1) Neither the charter nor the bylaws of the corporation provide for members; or

(2) The nonstock corporation in fact has no members.