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Maryland Code, Corporations and Associations § 2-116

Current as of January 01, 2025 | Updated by Findlaw Staff

(a) In this section, “emergency” means a situation in which a quorum of the board of directors cannot readily be assembled because of some catastrophic event.

(b)(1) Unless the charter provides otherwise, the bylaws may contain provisions to be effective only during an emergency.

(2) The emergency provisions may be adopted only in advance of an emergency.

(3) The emergency provisions may make all provisions necessary for managing the corporation during an emergency, including:

(i) Procedures for calling a meeting of the board of directors;

(ii) Quorum requirements for a meeting; and

(iii) Designation of additional or substitute directors.

(c) All provisions of the bylaws not inconsistent with the emergency provisions remain effective during an emergency.

(d) Any corporate act taken in good faith and in accordance with the emergency provisions:

(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.

(e) The emergency provisions may state that the standard of conduct required by § 2-405.1 of this title shall apply to the conduct of a director acting pursuant to the emergency provisions.

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Cite this article: FindLaw.com - Maryland Code, Corporations and Associations § 2-116 - last updated January 01, 2025 | https://codes.findlaw.com/md/corporations-and-associations/md-code-corp-and-assns-sect-2-116/

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