US Laws, Codes, Statutes & Cases

      (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.