2013 Maryland Code
CORPORATIONS AND ASSOCIATIONS
§ 2-410 - Dissent of director to action of board
§2-410.
(a) A director of a corporation who is present at a meeting of its board of directors at which action on any corporate matter is taken is presumed to have assented to the action unless:
(1) He announces his dissent at the meeting; and
(2) (i) His dissent is entered in the minutes of the meeting;
(ii) He files his written dissent to the action with the secretary of the meeting before the meeting is adjourned; or
(iii) He forwards his written dissent within 24 hours after the meeting is adjourned, by certified mail, return receipt requested, bearing a postmark from the United States Postal Service, to the secretary of the meeting or the secretary of the corporation.
(b) The right to dissent does not apply to a director who:
(1) Voted in favor of the action; or
(2) Failed to make his dissent known at the meeting.
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