2013 Maryland Code
CORPORATIONS AND ASSOCIATIONS
§ 12-404 - Meetings; actions; consent; affirmative vote

§12-404.

(a) Except as provided in the governing instrument of a statutory trust:

(1) Meetings of trustees may be held at any place or by conference telephone or in any other manner by which all persons participating in the meeting as trustees may hear each other; and

(2) Participation in a meeting in accordance with item (1) of this subsection shall constitute presence in person at the meeting.

(b) Except as provided in the governing instrument of a statutory trust, on any matter that is to be voted on by the trustees:

(1) The trustees may take action on the matter without a meeting, without prior notice, and without a vote if a consent or consents in writing, setting forth the action taken, is signed by the trustees having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all trustees entitled to vote on the matter were present and voted; and

(2) A trustee may vote:

(i) In person; or

(ii) By proxy granted in writing, by means of telephonic or electronic transmission, or as otherwise permitted by applicable law.

(c) Except as provided in the governing instrument of a statutory trust, a consent transmitted by electronic transmission by a trustee or by a person authorized to act for a trustee shall be deemed to be written and signed for purposes of this section.

(d) Except as provided in the governing instrument of a statutory trust, any act requiring the approval of the trustees shall be approved by the affirmative vote of a majority of the trustees.