1562

LAWS OF MARYLAND

[Ch. 311

THE MEETING, PLACED ON FILE AT THE CORPORATION'S
PRINCIPAL OFFICE.

REVISOR'S NOTE: This section presently appears as
Art. 23, §49(b).

The only changes are in style.

See Art. 81, §251 for the requirement that a
corporation file an annual report for tax
purposes with the Department.

2-315. LIABILITIES OF DIRECTORS.

(A)   APPLICATION OF SECTION.

THE LIABILITIES IMPOSED BY THIS SECTION ARE IN
ADDITION TO ANY OTHER LIABILITIES IMPOSED BY LAW ON THE
DIRECTORS OF A CORPORATION.

(B)   FOR DIVIDENDS.

ALL DIRECTORS OF A CORPORATION WHO KNOWINGLY OR
WITHOUT MAKING REASONABLE INQUIRY VOTE FOR OR ASSENT TO
THE DECLARATION OF ANY DIVIDEND CONTRARY TO THE
PROVISIONS OF THIS ARTICLE ARE JOINTLY AND SEVERALLY
LIABLE TO THE CORPORATION TO THE EXTENT THAT THE DIVIDEND
PAID EXCEEDED THE AMOUNT WHICH COULD PROPERLY HAVE BEEN
PAID.

(C) FOR OTHER DISTRIBUTIONS.

ALL DIRECTORS OF A CORPORATION WHO KNOWINGLY OR
WITHOUT MAKING REASONABLE INQUIRY VOTE FOR OR ASSENT TO
ANY DISTRIBUTION OF ASSETS OF A CORPORATION TO ITS
STOCKHOLDERS ON THE LIQUIDATION OF THE CORPORATION
WITHOUT ADEQUATE PROVISION FOR THE DEBTS, OBLIGATIONS,
AND LIABILITIES OF THE CORPORATION ARE JOINTLY AND
SEVERALLY LIABLE TO THE CORPORATION FOR THE AMOUNT OF
THE DISTRIBUTION TO THE EXTENT THAT THE DEBTS,
OBLIGATIONS, AND LIABILITIES OF THE CORPORATION ARE NOT
OTHERWISE PAID OR DISCHARGED AFTER THE DISTRIBUTION.

(D)   FOR STOCK REDEMPTION.

ALL DIRECTORS OF A CORPORATION WHO KNOWINGLY OR
WITHOUT MAKING REASONABLE INQUIRY VOTE FOR OR ASSENT TO
ANY PURCHASE OR REDEMPTION BY THE CORPORATION OF ITS OWN
SHARES CONTRARY TO THE PROVISIONS OF THIS ARTICLE ARE
JOINTLY AND SEVERALLY LIABLE TO THE CORPORATION TO THE
EXTENT THAT THE CONSIDERATION PAID FOR THE SHARES WAS IN
VIOLATION OF THE PROVISIONS OF THIS ARTICLE.

(E)   DEFENSE OF DIRECTOR.