1590

LAWS OF MARYLAND

[Ch. 311

PURPOSE OF MAKING ANY PROPER DETERMINATION WITH RESPECT
TO STOCKHOLDERS, INCLUDING WHICH STOCKHOLDERS ARE
ENTITLED TO:

(1)   NOTICE OF A MEETING;

(2)  VOTE AT A MEETING;

(3)  RECEIVE A DIVIDEND; OR

(4)   BE ALLOTTED OTHER RIGHTS.

(B)   LIMITATIONS.

AS SET BY THE BYLAWS OR THE BOARD OF DIRECTORS:

(1)    THE RECORD DATE MAY NOT BE MORE THAN 60
DAYS BEFORE THE DATE ON WHICH THE ACTION REQUIRING THE
DETERMINATION WILL BE TAKEN;

(2)    THE TRANSFER BOOKS MAY NOT BE CLOSED FOR
A PERIOD LONGER THAN 20 DAYS; AND

(3)   IN THE CASE OF A MEETING   OF STOCKHOLDERS,
THE RECORD DATE OR THE CLOSING OF THE TRANSFER BOOKS
SHALL BE AT LEAST TEN DAYS BEFORE THE DATE OF THE
MEETING.

(C)   EFFECT OF FAILURE TO SET DATES.

IF A RECORD DATE IS NOT SET AND THE STOCK
TRANSFER BOOKS ARE NOT CLOSED :

(1) THE RECORD DATE FOR DETERMINING
STOCKHOLDERS ENTITLED TO NOTICE OF OR TO VOTE AT A
MEETING OF STOCKHOLDERS IS THE LATER OF:

(1)     THE CLOSE OF BUSINESS ON THE DAY ON
WHICH NOTICE OF THE MEETING IS MAILED; OR

(II) THE THIRTIETH DAY BEFORE THE MEETING;
AND

(2)     THE RECORD DATE FOP DETERMINING
STOCKHOLDERS ENTITLED TO RECEIVE PAYMENT OF A DIVIDEND OF
AN ALLOTMENT OF ANY RIGHTS IS THE CLOSE OF BUSINESS ON
THE DAY ON WHICH THE RESOLUTION OF THE BOARD OF DIRECTORS
DECLARING THE DIVIDEND OR ALLOTMENT OF RIGHTS IS ADOPTED,
BUT THE PAYMENT OR ALLOTMENT MAY NOT BE MADE MORE THAN 60
DAYS AFTER THE DATE ON WHICH THE RESOLUTION IS ADOPTED.

REVISOR'S NOTE: Subsections (a) and (b) of this
section are new language derived without
substantive change from Art. 23, §40(a) and