WILLIAM DONALD SCHAEFER, Governor                        Ch. 3

CHAPTER 3

(House Bill 273)

AN ACT concerning

Corporations and Associations -
Standard of Liability and Indemnification

FOR the purpose of authorizing a corporate charter to alter the
standard for imposing liability for damages on corporate
directors and officers; providing for certain exceptions;
modifying the presumptions applicable to, and the procedures
for establishing the basis for, indemnification and
advancement of expenses to corporate directors and certain
other persons; providing . for the application and
construction of certain provisions of this Act; generally
relating to the standards for liability for corporate
directors and officers and indemnification of corporate
directors and certain other persons; and making this Act an
emergency measure.

BY adding to

Article - Corporations and Associations

Section 2-405.2

Annotated Code of Maryland

(1985 Replacement Volume and 1987 Supplement)

BY repealing and reenacting, with amendments,

Article - Corporations and Associations

Section 2-104(b), 2-405.1(c), and 2-418(b), (e)(1), (f),

(g), and (k)
Annotated Code of Maryland
(1985 Replacement Volume and 1987 Supplement)

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

Article - Corporations and Associations

2-104.

(b) The articles of incorporation may include:

(1) Any provision not inconsistent with law which
defines, limits, or regulates the powers of the corporation, its
directors and stockholders, any class of its stockholders, or the
holders of any bonds, notes, or other securities which it may
issue;

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