Maryland § 2-410

§ 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.