1514

LAWS OF MARYLAND

Ch. 567

COMMITTEE OF THE BOARD OR AT A MEETING OF THE
STOCKHOLDERS, AS THE CASE MAY BE, AT WHICH THE CONTRACT
OR TRANSACTION IS AUTHORIZED, APPROVED, OR RATIFIED.

(D)(1) IF A CONTRACT OR TRANSACTION IS NOT
AUTHORIZED, APPROVED, OR RATIFIED IN ONE OF THE WAYS
PROVIDED FOR IN SUBSECTION (B) (1) OF THIS SECTION, THE
PERSON ASSERTING THE VALIDITY OF THE CONTRACT OR
TRANSACTION BEARS THE BURDEN OF PROVING THAT THE CONTRACT
OR TRANSACTION WAS FAIR AND REASONABLE TO THE CORPORATION
AT THE TIME IT WAS AUTHORIZED, APPROVED, OR RATIFIED.

(2) THIS SUBSECTION DOES NOT APPLY TO THE

FIXING BY THE BOARD OF DIRECTORS OF REASONABLE

COMPENSATION FOR A DIRECTOR, WHETHER AS A DIRECTOR OR IN
ANY OTHER CAPACITY.

2-514.

(A)    IF THE CHARTER OR BYLAWS OF A CORPORATION SO
PROVIDE THE BOARD OF DIRECTORS MAY ADOPT BY RESOLUTION A
PROCEDURE BY WHICH A STOCKHOLDER OF THE CORPORATION MAY
CERTIFY IN WRITING TO THE CORPORATION THAT ANY SHARES OF
STOCK REGISTERED IN THE NAME OF THE STOCKHOLDER ARE HELD
FOR THE ACCOUNT OF A SPECIFIED PERSON OTHER THAN THE
STOCKHOLDER.

(B)   THE RESOLUTION SHALL SET FORTH:

(1)     THE CLASS OF STOCKHOLDERS WHO MAY
CERTIFY;

(2)   THE PURPOSE FOR WHICH THE CERTIFICATION
MAY BE MADE;

(3)     THE FORM OF CERTIFICATION AND THE
INFORMATION TO BE CONTAINED IN IT;

(4)   IF THE CERTIFICATION IS WITH RESPECT TO A
RECORD DATE OR CLOSING OF THE STOCK TRANSFER BOOKS, THE
TIME AFTER THE RECORD DATE OR CLOSING OF THE STOCK
TRANSFER BOOKS WITHIN WHICH THE CERTIFICATION MUST BE
RECEIVED BY THE CORPORATION; AND

(5)    ANY OTHER PROVISIONS WITH RESPECT TO THE
PROCEDURE WHICH THE BOARD CONSIDERS NECESSARY OR
DESIRABLE.

(C)    ON RECEIPT OF A CERTIFICATION WHICH COMPLIES
WITH THE PROCEDURE ADOPTED BY THE BOARD IN ACCORDANCE
WITH THIS SECTION, THE PERSON SPECIFIED IN THE
CERTIFICATION IS, FOR THE PURPOSE SET FORTH IN THE
CERTIFICATION, THE HOLDER OF RECORD OF THE SPECIFIED
STOCK IN PLACE OF THE STOCKHOLDER WHO MAKES THE
CERTIFICATION.

2-610. 1.