H.B. 549

VETOES

(II) THE INABILITY TO DELIVER THE NOTICES BECOMES KNOWN
TO THE SECRETARY, AN ASSISTANT SECRETARY, THE TRANSFER AGENT, OR OTHER
PERSON RESPONSIBLE FOR THE GIVING OF NOTICE.

(3) THE INADVERTENT FAILURE TO DELIVER NOTICE UNDER
PARAGRAPH (2) OF THIS SUBSECTION DOES NOT INVALIDATE ANY MEETING OR
OTHER ACTION.

[(d)] (E) Whenever this article or the charter or bylaws of a corporation
require notice of [the time, place, or purpose of] a meeting of the stockholders, each
person who is entitled to the notice waives notice if 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 stockholders meetings; or

(2)     Is present at the meeting in person or by proxy.

[(e)] (F) The charter or bylaws may require any stockholder proposing a
nominee for election as a director or any other matter for consideration at a meeting
of the stockholders to provide advance notice of the nomination or proposal to the
corporation of not more than:

(1)     90 days before the date of the meeting; or

(2)     In the case of an annual meeting, 90 days before the first anniversary

of:
meeting; or

(i) The mailing date of the notice of the preceding year's annual

(ii) The preceding year's annual meeting; or
(3) Another time specified in the charter or bylaws.

2-504.1.

(A) SUBJECT TO § 2-504(D) OF THIS SUBTITLE, ANY NOTICE GIVEN BY A
CORPORATION TO A STOCKHOLDER UNDER THIS ARTICLE OR THE CHARTER OR
BYLAWS OF THE CORPORATION IS EFFECTIVE IF GIVEN BY A SINGLE NOTICE, IN
WRITING OR BY ELECTRONIC TRANSMISSION, TO ALL STOCKHOLDERS WHO SHARE
AN ADDRESS IF:

(1)      THE CORPORATION GIVES NOTICE, IN WRITING OR BY ELECTRONIC
TRANSMISSION, TO THE STOCKHOLDER OF ITS INTENT TO GIVE A SINGLE NOTICE;
AND

(2)      THE STOCKHOLDER:

(I)      CONSENTS TO RECEIVING A SINGLE NOTICE; OR

(II)     FAILS TO OBJECT IN WRITING WITHIN 60 DAYS AFTER THE
CORPORATION GIVES NOTICE TO THE STOCKHOLDER OF ITS INTENT TO GIVE A
SINGLE NOTICE.

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