1570                                             LAWS OF MARYLAND                       [Ch. 311

WAIVER OF THE NOTICE WHICH IS FILED WITH THE RECORDS OF
THE MEETING; OR

(2) IS PRESENT AT THE MEETING.

CD) TELEPHONE MEETINGS.

(1)    UNLESS RESTRICTED BY THE CHARTER OR
BYLAWS OF THE CORPORATION. MEMBERS OF THE BOARD OF
DIRECTORS OR A COMMITTEE OF THE BOARD MAY PARTICIPATE IN
A MEETING BY MEANS OF A CONFERENCE TELEPHONE OR SIMILAR
COMMUNICATIONS EQUIPMENT IF ALL PERSONS PARTICIPATING IN
THE MEETING CAN HEAR EACH OTHER AT THE SAME TIME,

(2)     PARTICIPATION IN A MEETING BY THESE
MEANS CONSTITUTES PRESENCE IN PERSON AT THE MEETING.

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

Subsection (c) of this section is new language
derived without substantive change from the
portion of Art. 23, §46 applicable to
directors.

The only changes are in style.

2-410. DISSENT OF DIRECTOR TO ACTION OF BOARD.

(A) PRESUMPTION.

A DIRECTOR OF A CORPORATION WHO IS PRESENT AT A
MEETING OF ITS BOARD OF DIRECTORS AT WHICH ACTION ON ANY
CORPORATE MATTER IS TAKEN IS PRESUMED TO HAVE ASSENTED
TO THE ACTION UNLESS:

(1)   HE ANNOUNCES HIS DISSENT AT THE MEETING;
AND

(2)(I) HIS DISSENT IS ENTERED IN THE MINUTES
OF THE MEETING;

(II)    HE FILES HIS WRITTEN DISSENT TO THE
ACTION WITH THE SECRETARY OF THE MEETING BEFORE THE
MEETING IS ADJOURNED; OR

(III)     HE FORWARDS HIS WRITTEN DISSENT
WITHIN 24 HOURS AFTER THE MEETING IS ADJOURNED, BY
REGISTERED MAIL, TO THE SECRETARY OF THE MEETING OR THE
SECRETARY OF THE CORPORATION.

(B) WHEN RIGHT TO DISSENT DOES NOT APPLY.