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§ 2-504. Notice of meeting, delivery and contents

West's Annotated Code of MarylandCorporations and AssociationsEffective: October 1, 2019

West's Annotated Code of Maryland
Corporations and Associations
Title 2. Corporations in General--Formation, Organization, and Operation (Refs & Annos)
Subtitle 5. Stockholders
Effective: October 1, 2019
MD Code, Corporations and Associations, § 2-504
§ 2-504. Notice of meeting, delivery and contents
Currentness
Recipients
(a) Not less than 10 nor more than 90 days before each stockholders' meeting, the secretary of the corporation shall give, or cause to be given, notice in writing or by electronic transmission of the meeting to:
(1) Each stockholder entitled to vote at the meeting; and
(2) Each other stockholder entitled to notice of the meeting.
Contents
(b) The notice shall state:
(1) The time of the meeting, the place of the meeting, if any, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at the meeting; and
(2) The purpose of the meeting, if:
(i) The meeting is a special meeting; or
(ii) Notice of the purpose is required by any other provision of this article.
Delivery
(c)(1) For purposes of this section, notice is given to a stockholder when it is:
(i) Personally provided to the stockholder;
(ii) Left at the stockholder's residence or usual place of business;
(iii) Mailed to the stockholder at the stockholder's address as it appears on the records of the corporation; or
(iv) Transmitted to the stockholder by an electronic transmission to any address or number of the stockholder at which the stockholder receives electronic transmissions.
(2) Unless the charter or bylaws provide otherwise, if a corporation has received a request from a stockholder that notice not be sent by electronic transmission, the corporation may not provide notice to the stockholder by electronic transmission.
Affidavit of notice by electronic transmission
(d)(1) An affidavit of the secretary, an assistant secretary, the transfer agent, or other agent of the corporation that notice has been given by a form of electronic transmission, in the absence of actual fraud, shall be prima facie evidence of the facts stated in the affidavit.
(2) Notice given by electronic transmission shall be considered ineffective if:
(i) The corporation is unable to deliver two consecutive notices; and
(ii) The inability to deliver the notices becomes known to the secretary, an assistant secretary, the transfer agent, or other person responsible for the giving of notice.
(3) The inadvertent failure to deliver notice under paragraph (2) of this subsection does not invalidate any meeting or other action.
Waiver of notice
(e) Whenever this article or the charter or bylaws of a corporation require notice of a meeting of the stockholders, each person who is entitled to the notice waives notice if the person:
(1) Before or after the meeting delivers a written waiver or a waiver by electronic transmission which is filed with the records of stockholders meetings; or
(2) Is present at the meeting in person or by proxy.
Advance notice of nomination or proposal
(f) The charter or bylaws may require any stockholder proposing a nominee for election as a director or any other matter for consideration at a meeting of the stockholders to provide advance notice of the nomination or proposal to the corporation before a date or within a period of time specified in the charter or bylaws.

Credits

Added by Acts 1975, c. 311, § 2, eff. July 1, 1975. Amended by Acts 1999, c. 300, § 1, eff. June 1, 1999; Acts 1999, c. 454, § 1, eff. Oct. 1, 1999; Acts 2003, c. 387, § 1, eff. June 1, 2003; Acts 2010, c. 95, § 1, eff. June 1, 2010; Acts 2010, c. 96, § 1, eff. June 1, 2010; Acts 2019, c. 288, § 1, eff. Oct. 1, 2019.
Formerly Art. 23, §§ 39, 46.
MD Code, Corporations and Associations, § 2-504, MD CORP & ASSNS § 2-504
Current through legislation effective through April 9, 2023, from the 2024 Regular Session of the General Assembly. Some statute sections may be more current, see credits for details.
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