2013 Maryland Code
CORPORATIONS AND ASSOCIATIONS
§ 2-410 - Dissent of director to action of board


MD Corp & Assn Code § 2-410 (2013) What's This?

§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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