ROBERT L. EHRLICH, JR., Governor

H.B. 549

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

(2)     Filed IN PAPER OR ELECTRONIC FORM with the minutes of
proceedings of the board or committee.

2-409.

(a)     Unless the bylaws of the corporation provide otherwise, a regular or
special meeting of the board of directors may be held at any place in or out of the
State OR BY MEANS OF REMOTE COMMUNICATION.

(b)     (1) Notice of each meeting of the board of directors shall be given as
provided in the bylaws.

(2) Unless the bylaws provide otherwise, the notice:

(i) Shall be in writing OR DELIVERED BY ELECTRONIC
TRANSMISSION; and

(ii) Need not state the business to be transacted at or the purpose of
any regular or special meeting of the board of directors.

(c)      Whenever this article or the charter or bylaws of a corporation require
notice of the time, place, or purpose of a meeting of the board of directors' or a
committee of the board, [each] A person who is entitled to the notice waives notice if
[he] THE PERSON:

(1)     Before or after the meeting [signs a] DELIVERS A WRITTEN waiver
OR A WAIVER BY ELECTRONIC TRANSMISSION [of the notice] which is filed with the
records of the meeting; or

(2)     Is present at the meeting.

(d)     (1) Unless restricted by the charter or bylaws of the corporation,
members of the board of directors or a committee of the board may participate in a
meeting by means of a conference telephone or [similar] OTHER communications
equipment if all persons participating in the meeting can hear each other at the same
time.

(2) Participation in a meeting by these means constitutes presence in
person at the meeting.

2-502.

(e)     The board of directors has the sole power to fix:

(1)     The record date for determining stockholders entitled to request a
special meeting of the stockholders and the record date for determining stockholders
entitled to notice of and to vote at the special meeting; and

(2)     The date, time, and place, IF ANY, AND THE MEANS OF REMOTE
COMMUNICATION, IF ANY, BY WHICH STOCKHOLDERS AND PROXY HOLDERS MAY BE
CONSIDERED PRESENT IN PERSON AND MAY VOTE AT [of] the special meeting.

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