§ 2-410

(a) A director of a corporation who is present at a meeting of its board of directors at which action on any corporate matter is taken is presumed to have assented to the action unless:

(1) The director announces the director’s dissent at the meeting; and

(2) (i) The dissent is entered in the minutes of the meeting;

(ii) The director files the dissent to the action in writing with or by electronic transmission to the secretary of the meeting before the meeting is adjourned; or

(iii) The director forwards the dissent within 24 hours after the meeting is adjourned to the secretary of the meeting or the secretary of the corporation by:

1. Certified mail, return receipt requested, bearing a postmark from the United States Postal Service; or

2. Electronic transmission.

(b) The right to dissent does not apply to a director who:

(1) Voted in favor of the action; or

(2) Failed to make the director’s dissent known at the meeting.