§ 2-118
182 words·~1 min read·
/md/corporations-and-associations/2-118·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
§2–118.
(a)In this section, “emergency” means a situation in which it is impracticable to convene a meeting of stockholders in accordance with the Maryland General Corporation Law or the bylaws or as specified in a notice for the meeting previously given, because of some catastrophic event.
(b)During an emergency, unless the bylaws contain emergency provisions providing otherwise, the board of directors may:
(1)Postpone a meeting of stockholders for which notice has been given; or
(2)Authorize stockholders to participate in a meeting by any means of remote communication authorized by § 2–503(c)(2) of this title.
(c)The corporation shall give notice to stockholders of any action taken under this section, including any new date, time, or place of a meeting:
(1)In any practicable manner given the circumstances; and
(2)With shorter notice as is reasonable in the circumstances.
(d)Any corporate act taken in good faith under this section during an emergency:
(1)Binds the corporation; and
(2)May not be used to impose liability on a director, an officer, an employee, or an agent of the corporation.