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Statutes Text

Article - Corporations and Associations




§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 § 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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