Md. Code, Corporations and Associations § 2-118
This is the official text of Md. Code, Corporations and Associations § 2-118, part of Maryland’s Code, Corporations and Associations — governs the formation and operation of corporations, LLCs, and partnerships.
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§2–118.
Official statutory 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.
(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.
Status: in_force · Read it on the official government site
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