§ 2-118

Maryland § 2-118

• Jurisdiction: Maryland
• Article gca: Corporations and Associations
• Title: 2

Text

(a) In this section, “emergency” means a situation in which it is impracticable to convene a meeting of stockholders in accordance with the Maryland General Corporation Law or the bylaws or as specified in a notice for the meeting previously given, because of some catastrophic event.

(b) During an emergency, unless the bylaws contain emergency provisions providing otherwise, the board of directors may:

(1) Postpone a meeting of stockholders for which notice has been given; or

(2) Authorize stockholders to participate in a meeting by any means of remote communication authorized by § 2–503(c)(2) of this title.

(c) The corporation shall give notice to stockholders of any action taken under this section, including any new date, time, or place of a meeting:

(1) In any practicable manner given the circumstances; and

(2) With shorter notice as is reasonable in the circumstances.

(d) Any corporate act taken in good faith under this section during an emergency:

(1) Binds the corporation; and

(2) May not be used to impose liability on a director, an officer, an employee, or an agent of the corporation.