§ 2–410
Statutes in effect as of October 1, 2026.
Md. Code Ann., Corps. & Ass'ns § 2-410 (2026)
Title 2. Corporations in General -- Formation, Organization, and Operation
Subtitle 4. Directors and Officers
§ 2–410LinkCopy Citation
(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
(2)
(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.