1584

LAWS OF MARYLAND

[Ch. 311

(2) IS PRESENT AT THE MEETING IN PERSON OR BY
PROXY.

REVISOR'S NOTE: Subsections (a), (b), and (c) of
this section are new language derived without
substantive change from Art. 23, §39.

In subsection (a) of this section, reference
to "other stockholder entitled to notice of
the meeting" and the phrase "if notice of the
purpose is required..." are added for purposes
of greater accuracy in light of various
sections requiring additional notice or
specification of purpose. See revisor's note
to §2-506 for a list of these.

In subsection (c) of this section, the
specifics relating to the manner of mailing
the notice are deleted as unnecessary in light
of the definition of "mailed" in Title 1 of
this article.

Subsection (d) of this section is new language
derived without substantive change from the
provisions relating to stockholders which
presently appear in Art. 23, §46.

2-50 5. INFORMAL ACTION BY STOCKHOLDERS.

ANY ACTION REQUIRED OR PERMITTED TO BE TAKEN AT A
MEETING OF STOCKHOLDERS MAY BE TAKEN WITHOUT A MEETING IF
THE FOLLOWING ARE FILED WITH THE RECORDS OF STOCKHOLDERS
MEETINGS:

(1) [[A]] AN UNANIMOUS WRITTEN CONSENT
[[TO]] WHICH SETS FORTH THE ACTION AND IS SIGNED BY
EACH STOCKHOLDER ENTITLED TO VOTE ON THE MATTER; AND

(2) A WRITTEN WAIVER OF ANY RIGHT TO DISSENT
SIGNED BY EACH STOCKHOLDER ENTITLED TO NOTICE OF THE
MEETING BUT NOT ENTITLED TO VOTE AT IT.

REVISOR'S NOTE: This section presently appears as
Art. 22, §47.

The requirement of §47 that the waiver and
consent be filed with the records "of the
corporation" is changed to require them to be
filed with the records of "stockholders
meetings." This is more specific, and
conforms with §2—408 relating to informal
action by directors.

The only other changes are in style.