§ 2-702. Ratification of defective corporate acts
West's Annotated Code of MarylandCorporations and AssociationsEffective: October 1, 2022
Effective: October 1, 2022
MD Code, Corporations and Associations, § 2-702
§ 2-702. Ratification of defective corporate acts
(a) The board of directors of a corporation may ratify a defective corporate act by adopting a resolution stating:
(4)(i) If the board of directors could have authorized or approved the defective corporate act without stockholder approval at the date of the defective corporate act and stockholder action is not required as of the date of ratification, that the board of directors ratifies the defective corporate act; or
(ii) If stockholder approval is required at the time of ratification or if the board of directors could not have authorized or approved the defective corporate act without stockholder approval at the date of the defective corporate act or stockholder action is required as of the date of ratification, that the board of directors directs that the ratification be submitted for consideration at a meeting of the stockholders.
(b) If a ratification is submitted for consideration at a meeting of the stockholders under subsection (a)(4)(ii) of this section, the stockholders may ratify the defective corporate act by adopting a resolution stating:
(c)(1) The quorum and voting requirements applicable to ratification under this section shall be the approval standard requiring the greater portion of votes under:
(2)(i) Unless otherwise required by the charter or bylaws of a corporation then in effect or in effect at the time of a defective corporate act, if the defective corporate act is the election of a director, ratification of the defective corporate act shall require a majority of the votes cast at a meeting at which a quorum is present.
Credits
Added by Acts 2022, c. 289, § 1, eff. Oct. 1, 2022; Acts 2022, c. 290, § 1, eff. Oct. 1, 2022.
MD Code, Corporations and Associations, § 2-702, MD CORP & ASSNS § 2-702
Current with all legislation from the 2023 Regular Session of the General Assembly. Some statute sections may be more current, see credits for details.
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