WILLIAM DONALD SCHAEFER, Governor Ch. 546
5 350 5—349

(A) THE CHARTER, AS DEFINED UNDER § 1-101 OF THE
CORPORATIONS AND ASSOCIATIONS ARTICLE, OF A MARYLAND
CORPORATION MAY INCLUDE ANY PROVISION EXPANDING OR LIMITING
THE LIABILITY OF ITS DIRECTORS AND OFFICERS TO THE CORPORATION
OR ITS STOCKHOLDERS FOR MONEY DAMAGES, BUT MAY NOT INCLUDE
ANY PROVISION THAT RESTRICTS OR LIMITS THE LIABILITY OF ITS
DIRECTORS OR OFFICERS TO THE CORPORATION OR ITS
STOCKHOLDERS:

(1) TO THE EXTENT THAT IT IS PROVED THAT THE PERSON
ACTUALLY RECEIVED AN IMPROPER BENEFIT OR PROFIT IN MONEY,
PROPERTY, OR SERVICES FOR THE AMOUNT OF THE BENEFIT OR PROFIT
IN MONEY, PROPERTY, OR SERVICES ACTUALLY RECEIVED;

(2) TO THE EXTENT THAT A JUDGMENT OR OTHER FINAL
ADJUDICATION ADVERSE TO THE PERSON IS ENTERED IN A
PROCEEDING BASED ON A FINDING IN THE PROCEEDING THAT THE
PERSON'S ACTION, OR FAILURE TO ACT, WAS THE RESULT OF ACTIVE
AND DELIBERATE DISHONESTY AND WAS MATERIAL TO THE CAUSE OF
ACTION ADJUDICATED IN THE PROCEEDING; OR

(3) WITH RESPECT TO ANY ACTION DESCRIBED IN
SUBSECTION (B) OF THIS SECTION.

(B) THIS SECTION DOES NOT APPLY TO AN ACTION BROUGHT BY
OR ON BEHALF OF A STATE GOVERNMENTAL ENTITY, RECEIVER,
CONSERVATOR, OR DEPOSITOR AGAINST A DIRECTOR OR OFFICER OF:

(1) A BANKING INSTITUTION AS DEFINED IN § 1-101 OF THE
FINANCIAL INSTITUTIONS ARTICLE;

(2) A CREDIT UNION AS DESCRIBED IN § 6-201 OF THE
FINANCIAL INSTITUTIONS ARTICLE;

(3) A SAVINGS AND LOAN ASSOCIATION AS DEFINED IN § 8-101
OF THE FINANCIAL INSTITUTIONS ARTICLE; OR

(4) A SUBSIDIARY OF A BANKING INSTITUTION, CREDIT
UNION, OR SAVINGS AND LOAN ASSOCIATION DESCRIBED IN THIS
SUBSECTION.

(C) THIS SECTION MAY NOT BE CONSTRUED TO AFFECT THE
LIABILITY OF A PERSON IN ANY CAPACITY OTHER THAN THE PERSON'S
CAPACITY AS A DIRECTOR OR OFFICER.

(A) SUBJECT TO THE PROVISIONS OF SUBSECTION (B) OF THIS
SECTION, A SHAREHOLDER OR TRUSTEE OF A REAL ESTATE

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