MARVIN MANDEL, Governor

1571

THE RIGHT TO DISSENT DOES NOT APPLY TO A DIRECTOR
WHO:

(1)    VOTED IN FAVOR OF THE ACTION; OR

(2)    FAILED TO MAKE HIS DISSENT KNOWN AT THE
MEETING.

REVISOR'S NOTE: This section presently appears as
Art. 23, §62 (to).

It should be noted that Art. 1, §20 provides
that certified mail may be substituted for
registered mail.

The only changes are in style.

2-411. EXECUTIVE AND OTHER COMMITTEES.

(A)       BOARD MAY APPOINT.

THE BYLAWS OF A CORPORATION MAY AUTHORIZE ITS
BOARD OF DIRECTORS TO:

(1)    APPOINT FROM AMONG ITS MEMBERS AN
EXECUTIVE COMMITTEE AND OTHER COMMITTEES COMPOSED OF TWO
OR MORE DIRECTORS; AND

(2)    DELEGATE TO THESE COMMITTEES IN THE
INTERVALS BETWEEN MEETINGS OF THE BOARD OF DIRECTORS ANY
OF THE POWERS OF THE BOARD TO MANAGE THE BUSINESS AND
AFFAIRS OF THE CORPORATION, EXCEPT THE POWER TO:

(I)   DECLARE DIVIDENDS;

(II)   ISSUE STOCK; OR

(III) RECOMMEND TO THE STOCKHOLDERS ANY
ACTION WHICH REQUIRES STOCKHOLDER APPROVAL.

(B)   APPOINTMENT OF SUBSTITUTE MEMBER.

THE BYLAWS MAY AUTHORIZE THE MEMBERS OF A COMMITTEE
PRESENT AT ANY MEETING, WHETHER OR NOT THEY CONSTITUTE A
QUORUM, TO APPOINT A DIRECTOR TO ACT IN THE PLACE OF AN
ABSENT MEMBER.

(C)   RESPONSIBILITY OF DIRECTORS.

THE APPOINTMENT       OF ANY COMMITTEE AND THE

DELEGATION OF AUTHORITY   TO IT DOES NOT RELIEVE THE BOARD

OF DIRECTORS OR ANY     DIRECTOR OF ANY RESPONSIBILITY
IMPOSED BY LAW.