ROBERT L. EHRLICH, JR., Governor                             Ch. 387

Approved May 22, 2003.

CHAPTER 387
(Senate Bill 495)

AN ACT concerning

Corporations - Directors and Stockholders - Meetings, Notices, and

Consents

FOR the purpose of providing that certain actions by the board of directors of a
Maryland corporation, a committee of the board, or the stockholders of the
corporation may be taken by a certain consent given in writing or by electronic
transmission and filed in paper or electronic form in certain locations; providing
that certain meetings of the board of directors of a Maryland corporation may be
held by means of remote communication; providing that certain meeting notices
may be delivered to the directors and the stockholders of a Maryland corporation
by electronic transmission; prohibiting a corporation from providing certain
notice to a stockholder by electronic transmission under certain circumstances;
authorizing certain persons to waive notice of certain meetings of directors or
stockholders by delivering a written waiver or a waiver by electronic
transmission; expanding the types of communications equipment that may be
used by directors and stockholders of a Maryland corporation to hold certain
meetings of directors and stockholders; providing that the board of directors of a
Maryland corporation under certain circumstances has the sole power to
determine the means of remote communication by which stockholders and proxy
holders may be considered present in person and may vote at a special meeting
of stockholders; authorizing the charter of a Maryland corporation to provide for
the place of stockholders meetings or to provide that the board of directors may
determine the place of stockholders meetings; authorizing the board of directors
of a Maryland corporation under certain circumstances to determine that
meetings of stockholders shall be held by means of remote communication;
requiring the board of directors of a Maryland corporation to provide a place for
a meeting of stockholders under certain circumstances; authorizing stockholders
and proxy holders under certain circumstances to participate in, be considered
present at, and vote at certain stockholders meetings held by means of remote
communication; requiring stockholders meeting notices to contain certain
information with respect to meetings held by means of remote communication;
providing that a notice of a stockholders meeting is considered given to a
stockholder when it is transmitted to the stockholder by an electronic
transmission to a certain address or number; establishing when certain notice
given by electronic transmission shall be considered ineffective; providing that
notice given by a corporation to a stockholder is effective if given by a single
notice, in writing or by electronic transmission, to all stockholders who share an
address under certain circumstances; authorizing certain stockholders to take
action or consent to any action by delivering consent in writing or by electronic

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