§ 2-511
375 words·~2 min read·
/md/corporations-and-associations/2-511·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
§2–511.
(a)Unless the bylaws provide otherwise, the board of directors may set a record date or direct that the stock transfer books be closed for a stated period for the purpose of making any proper determination with respect to stockholders, including which stockholders are entitled to:
(1)Notice of a meeting;
(2)Vote at a meeting;
(3)Receive a dividend; or
(4)Be allotted other rights.
(b)As set by the bylaws or the board of directors:
(1)The record date may not be prior to the close of business on the day the record date is fixed. Except as otherwise provided in this section, the record date shall be not more than 90 days before the date on which the action requiring the determination will be taken;
(2)The transfer books may not be closed for a period longer than 20 days; and
(3)In the case of a meeting of stockholders, the record date or the closing of the transfer books shall be at least ten days before the date of the meeting.
(c)If a record date is not set and the stock transfer books are not closed:
(1)The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders is the later of:
(i)The close of business on the day on which notice of the meeting is mailed; or
(ii)The thirtieth day before the meeting; and
(2)The record date for determining stockholders entitled to receive payment of a dividend or an allotment of any rights is the close of business on the day on which the resolution of the board of directors declaring the dividend or allotment of rights is adopted, but the payment or allotment may not be made more than 60 days after the date on which the resolution is adopted.
(1)A meeting of stockholders convened on the date for which it was called may be adjourned from time to time without further notice to a date not more than 120 days after the original record date.
(2)Prior to being convened, a meeting of stockholders may be postponed from time to time to a date not more than 120 days after the original record date.