§ 2-410
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/md/corporations-and-associations/2-410·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
§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)The director announces the director’s dissent at the meeting; and
(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.