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Statutes Text

Article - Corporations and Associations


    (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)    He announces his dissent at the meeting; and

        (2)    (i)    His dissent is entered in the minutes of the meeting;

            (ii)    He files his written dissent to the action with the secretary of the meeting before the meeting is adjourned; or

            (iii)    He forwards his written dissent within 24 hours after the meeting is adjourned, by certified mail, return receipt requested, bearing a postmark from the United States Postal Service, to the secretary of the meeting or the secretary of the corporation.

    (b)    The right to dissent does not apply to a director who:

        (1)    Voted in favor of the action; or

        (2)    Failed to make his dissent known at the meeting.

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