MARVIN MANDEL, Governor                               1569

THE BOARD MAY BE TAKEN WITHOUT A RESTING, IF AN UNANIMOUS
WRITTEN CONSENT [[TO]] WHICH SETS FORTH THE ACTION IS:

(1)    SIGNED BY EACH MEMBER OF THE BOARD OR
COMMITTEE; AND

(2)    FILED WITH THE MINUTES OF PROCEEDINGS OF
THE BOARD OR COMMITTEE.

REVISOR'S NOTE: Subsections (a), (b), and (c) of
this section presently appear as Art. 23,
§56(c), (d), and (e), respectively.

Subsection (d) of this section presently
appears as Art. 23, §58.

The only changes are in style.

It should be noted that subsection (b) (2) of
this section is not applicable to a close
corporation formed under Title 4 of this
article or to a professional service
corporation formed under Title 5, Subtitle 1
of this article.

2-40 9. MEETINGS OF DIRECTORS.

(A)   PLACE OF MEETING.

UNLESS THE BYLAWS OF THE CORPORATION       PROVIDE

OTHERWISE, A REGULAR OR SPECIAL MEETING OF THE    BOARD OF

DIRECTORS MAY BE HELD AT ANY PLACE IN OR OUT     OF THE
STATE.

(B)   NOTICE OF MEETING.

(1) NOTICE OF EACH MEETING OF THE BOARD OF
DIRECTORS SHALL BE GIVEN AS PROVIDED IN THE BYLAWS.

(2) UNLESS THE BYLAWS PROVIDE OTHERWISE, THE
NOTICE NEED NOT STATE THE BUSINESS TO BE TRANSACTED AT OR
THE PURPOSE OF ANY REGULAR OR SPECIAL MEETING OF THE
BOARD OF DIRECTORS.

(C)    WAIVER OF NOTICE.

WHENEVER THIS ARTICLE OR THE CHARTER OR BYLAWS OF A
CORPORATION REQUIRE NOTICE OF THE TIME, PLACE, OR PURPOSE
OF A MEETING OF THE BOARD OF DIRECTORS OR A COMMITTEE OF
THE BOARD, [[THE NOTICE IS WAIVED IF]] EACH PERSON WHO IS
ENTITLED TO THE NOTICE [[BUT DOES NOT RECEIVE IT]] WAIVES
NOTICE IF HE:

(1) BEFORE OR AFTER THE MEETING SIGNS A