Ch. 387

2003 LAWS OF MARYLAND

transmission under certain circumstances; defining a certain term; making
certain stylistic changes; and generally relating to directors and stockholders of
Maryland corporations.

BY repealing and reenacting, without amendments,
Article - Corporations and Associations
Section 1-101(a)
Annotated Code of Maryland
(1999 Replacement Volume and 2002 Supplement)

BY adding to

Article - Corporations and Associations

Section 1-101(k-1) and 2-504.1

Annotated Code of Maryland

(1999 Replacement Volume and 2002 Supplement)

BY repealing and reenacting, with amendments,
Article - Corporations and Associations

Section 2-408(c), 2-409, 2-502(e), 2-502.1(a), 2-503, 2-504, and 2-505
Annotated Code of Maryland
(1999 Replacement Volume and 2002 Supplement)

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

Article - Corporations and Associations

1-101.

(a) In this article, unless the context clearly requires otherwise, the following
words have the meanings indicated.

(K-1) "ELECTRONIC TRANSMISSION" MEANS ANY FORM OF COMMUNICATION,
NOT DIRECTLY INVOLVING THE PHYSICAL TRANSMISSION OF PAPER, THAT CREATES
A RECORD THAT:

(1)      MAY BE RETAINED, RETRIEVED, AND REVIEWED BY A RECIPIENT OF
THE COMMUNICATION; AND

(2)      MAY BE REPRODUCED DIRECTLY IN PAPER FORM BY A RECIPIENT
THROUGH AN AUTOMATED PROCESS.

2-408.

(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 a
unanimous [written] consent which sets forth the action is:

(1) [Signed] GIVEN IN WRITING OR BY ELECTRONIC TRANSMISSION by
each member of the board or committee; and

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