§ 2-410. Dissent of director to action of board

   (a) Presumption. -- 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) He announces his dissent at the meeting; and

   (2) (i) His dissent is entered in the minutes of the meeting;

      (ii) He files his written dissent to the action with the secretary of the meeting before the meeting is adjourned; or

      (iii) He forwards his written dissent within 24 hours after the meeting is adjourned, by certified mail, return receipt requested, bearing a postmark from the United States Postal Service, to the secretary of the meeting or the secretary of the corporation.

(b) When right to dissent does not apply. -- The right to dissent does not apply to a director who:

   (1) Voted in favor of the action; or

   (2) Failed to make his dissent known at the meeting.

HISTORY: An. Code 1957, art. 23, § 62; 1975, ch. 311, § 2; 1983, ch. 563.