2266

LAWS OF MARYLAND

Ch. 362

(I)  THERE ARE ONLY 2 OR 3 DIRECTORS, IN WHICH
CASE NOT LESS THAN 2 MAY CONSTITUTE A QUORUM; OR

(II)  THERE IS ONLY 1 DIRECTOR, IN WHICH CASE
THAT ONE WILL CONSTITUTE A QUORUM.

(c) Any action required or permitted to be taken at a
meeting of the board of directors or of a committee of the board
may be taken without a meeting, if an unanimous written consent
which sets forth the action is:

(1)  Signed by each member of the board or committee;
and

(2)  Filed with the minutes of proceedings of the
board or committee.

SECTION 2. AND BE IT FURTHER ENACTED, That this Act shall
take effect July 1, 1985.

Approved May 21, 1985.

CHAPTER 363

(House Bill 820)

AN ACT concerning

Corporations and Associations - Appraisal Rights

FOR the purpose of denying appraisal rights to objecting
stockholders of open-end investment companies registered
under the Investment Company Act of 1940 in transactions
where appraisal rights would otherwise accrue and the value
placed on the stock in the transaction is its net asset
value.

BY repealing and reenacting, with amendments,

Article - Corporations and Associations

Section 3-202(c)

Annotated Code of Maryland

(1975 Replacement Volume and 1984 Supplement)

SECTION 1. BE IT ENACTED BY THE GENERAL ASSEMBLY OF
MARYLAND, That the Laws of Maryland read as follows:

Article - Corporations and Associations