ROBERT L. EHRLICH, JR., Governor                             Ch. 516

2-505.

(a)     Except as provided in subsection (b) of this section, any action required or
permitted to be taken at a meeting of the stockholders may be taken without a
meeting if a unanimous consent which sets forth the action is:

(1)     Given in writing or by electronic transmission by each stockholder
entitled to vote on the matter; and

(2)     Filed in paper or electronic form with the records of stockholders
meetings.

(b)     (1) Unless the charter requires otherwise, the holders of any class of
[stock] STOCK, other than common stock[,] entitled to vote generally in the election
of directors, may take action or consent to any action by delivering a consent in
writing or by electronic transmission of the stockholders entitled to cast not less than
the minimum number of votes that would be necessary to authorize or take the action
at a stockholders meeting if the corporation gives notice of the action to each
[stockholder] HOLDER OF THE CLASS OF STOCK not later than 10 days after the
effective time of the action.

(2) IF AUTHORIZED BY THE CHARTER OF A CORPORATION, THE
HOLDERS OF COMMON STOCK ENTITLED TO VOTE GENERALLY IN THE ELECTION OF
DIRECTORS MAY TAKE ACTION OR CONSENT TO ANY ACTION BY DELIVERING A
CONSENT IN WRITING OR BY ELECTRONIC TRANSMISSION OF THE STOCKHOLDERS
ENTITLED TO CAST NOT LESS THAN THE MINIMUM NUMBER OF VOTES THAT WOULD
BE NECESSARY TO AUTHORIZE OR TAKE THE ACTION AT A STOCKHOLDERS MEETING
IF THE CORPORATION GIVES NOTICE OF THE ACTION TO EACH HOLDER OF THE
CLASS OF COMMON STOCK NOT LATER THAN 10 DAYS AFTER THE EFFECTIVE DATE
OF THE ACTION.

(C)     ANY CONSENT AUTHORIZED BY THIS SECTION SHALL BE DELIVERED TO
THE CORPORATION BY DELIVERY TO ITS PRINCIPAL OFFICE IN THE STATE, ITS
RESIDENT AGENT, OR THE OFFICER OR AGENT OF THE CORPORATION THAT HAS
CUSTODY OF THE BOOK IN WHICH PROCEEDINGS OF MINUTES OF STOCKHOLDERS
MEETINGS ARE RECORDED.

(D)     A STOCKHOLDER MAY DELIVER THE CONSENT AUTHORIZED BY THIS
SECTION IN PAPER FORM, BY HAND, BY CERTIFIED OR REGISTERED MAIL, RETURN
RECEIPT REQUESTED, OR BY ELECTRONIC TRANSMISSION.

(E)     THE BOARD OF DIRECTORS MAY ADOPT REASONABLE PROCEDURES FOR
DELIVERING CONSENTS INSTEAD OF HOLDING A MEETING UNDER THIS SECTION.

(F)     A WRITTEN CONSENT MAY NOT TAKE EFFECT UNLESS WRITTEN
CONSENTS SIGNED BY A SUFFICIENT NUMBER OF STOCKHOLDERS TO TAKE ACTION
ARE DELIVERED TO THE CORPORATION WITHIN 60 DAYS AFTER THE DATE ON WHICH
THE EARLIEST CONSENT IS DATED IN ACCORDANCE WITH PROCEDURES ADOPTED
UNDER SUBSECTION (E) OF THIS SECTION.

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