# Corporations and Associations (GCA)

## Title 2. Corporations in General -- Formation, Organization, and Operation

### Subtitle 1. Formation and Powers

#### Section 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 Sec. 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.

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Md. Code Ann., Corps. & Ass'ns (as displayed at mgaleg.maryland.gov, October 16, 2026)