§ 2–408
Statutes in effect as of October 1, 2026.
Md. Code Ann., Corps. & Ass'ns § 2-408 (2026)
Title 2. Corporations in General -- Formation, Organization, and Operation
Subtitle 4. Directors and Officers
§ 2–408LinkCopy Citation
(a)
Unless the charter or bylaws of the corporation require a greater proportion or this article requires a different proportion, the action of a majority of the directors present at a meeting at which a quorum is present is the action of the board of directors.
(b)
(1)
Unless the bylaws of the corporation provide otherwise, a majority of the entire board of directors constitutes a quorum for the transaction of business.
(2)
The bylaws may provide that less than a majority, but not less than one–third of the entire board of directors, may constitute a quorum unless:
(i)
There are only two or three directors, in which case not less than two may constitute a quorum; or
(ii)
There is only one director, in which case that one will constitute a quorum.
(c)
Any action required or permitted to be taken at a meeting of the board of directors or of a committee of the board may be taken without a meeting if a unanimous consent which sets forth the action is:
(1)
Given in writing or by electronic transmission by each member of the board or committee entitled to vote on the matter; and
(2)
Filed in paper or electronic form with the minutes of proceedings of the board or committee.
(d)
Unless the charter requires otherwise, any action required or permitted to be taken at a meeting of the board of directors or of a committee of the board of a corporation that is registered as an open–end investment company under the federal Investment Company Act of 1940 may be taken without a meeting if the consent of a majority of the entire board of directors or a majority of the directors serving on the committee and in the manner and by the vote required under the federal Investment Company Act of 1940 which sets forth the action is:
(1)
Given in writing or by electronic transmission by the directors who consent to the action;
(2)
Filed in paper or electronic form with the minutes or proceedings of the board or committee; and
(3)
Sent within 3 days after the effective date of the action to all directors or to all members of the committee.
(e)
A director who did not consent and receives a notice under subsection (d) of this section may file a dissent to the action by sending a notice of dissent to the secretary of the corporation within 10 days of receipt of the notice by:
(1)
Certified mail, return receipt requested, bearing a postmark from the United States Postal Service; or
(2)
Electronic transmission.
(f)
(1)
An individual, whether or not then a director, may assent to an action by a consent that will be effective at a future time that is no later than 60 days after the consent is delivered to the corporation or its agent.
(2)
The effective time of a consent under this subsection may include a time determined on the happening of an event that occurs no later than 60 days after the consent is delivered to the corporation or its agent.
(3)
A consent under this subsection shall be deemed to have been given at the effective time if the individual:
(i)
Is a director at the effective time; and
(ii)
Did not revoke the consent before the effective time.
(4)
Unless otherwise provided in the consent, a consent under this subsection is revocable before the effective time.
(g)
(1)
The charter may provide that one or more directors or a class of directors shall have more or less than one vote per director on any matter.
(2)
If the charter provides that one or more directors shall have more or less than one vote per director on any matter, every reference in this article to a majority or other proportion of directors shall refer to a majority or other proportion of votes entitled to be cast by the directors.