Md. Code Ann., Corps. & Ass'ns § 2-118
Emergency provisions; actions by board of directors
Effective Oct 1, 2024Added by Acts 2024, c. 608, § 1, eff. Oct. 1, 2024; Acts 2024, c. 609, § 1, eff. Oct. 1, 2024.State of Maryland
- (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.
Added by Acts 2024, c. 608, § 1, eff. Oct. 1, 2024; Acts 2024, c. 609, § 1, eff. Oct. 1, 2024.