2023 Maryland Statutes
Corporations and Associations
Title 2 - Corporations in General -- Formation, Organization, and Operation
Subtitle 4 - Directors and Officers
Section 2-410 - Dissent of Director to Action of Board
(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) The director announces the director’s dissent at the meeting; and
(2) (i) The dissent is entered in the minutes of the meeting;
(ii) The director files the dissent to the action in writing with or by electronic transmission to the secretary of the meeting before the meeting is adjourned; or
(iii) The director forwards the dissent within 24 hours after the meeting is adjourned to the secretary of the meeting or the secretary of the corporation by:
1. Certified mail, return receipt requested, bearing a postmark from the United States Postal Service; or
2. Electronic transmission.
(b) The right to dissent does not apply to a director who:
(1) Voted in favor of the action; or
(2) Failed to make the director’s dissent known at the meeting.
