1490

LAWS OF MARYLAND

Ch. 567

(E)(1) ALL DIRECTORS WHO ARE LIABLE ON A CLAIM
ASSERTED UNDER [[SUBSECTION (B) THROUGH]] SUBSECTIONS
(B), (C), OR (D) OF THIS SECTION ARE:

(I)    JOINTLY AND SEVERALLY LIABLE TO THE
CORPORATION OR, IN THE EVENT THAT THE CORPORATION IS
INSOLVENT, ITS RECEIVER OR OTHER PERSON WINDING UP ITS
AFFAIRS; AND

(II) ENTITLED TO CONTRIBUTION FROM THOSE
OTHER DIRECTORS WHO ARE ALSO LIABLE.

(2)   A DIRECTOR WHO IS HELD LIABLE ON A CLAIM
ASSERTED UNDER [[SUBSECTION (B) ]] SUBSECTIONS (B), (C),
OR (D) OF THIS SECTION IS ENTITLED TO CONTRIBUTION FROM
THE STOCKHOLDERS WHO, KNOWING THAT THE DIVIDEND OR
DISTRIBUTION WAS MADE IN VIOLATION OF THIS ARTICLE,
ACCEPTED OR RECEIVED THE DIVIDEND OR ASSETS. THE
CONTRIBUTION OF THE STOCKHOLDERS SHALL BE IN PROPORTION
TO THE AMOUNTS RECEIVED BY THEM.

[(e)] (F) A director is not      liable under this

section if he [relied and acted in      good faith on a

balance sheet and profit and     loss     statement of the
corporation which is:

(1)   Represented to be correct by the officer
of the corporation who has charge of its books of account
or by the president; or

(2)     Certified as reflecting fairly the
financial position of the corporation by an independent
or certified public accountant] COMPLIES WITH THE
STANDARD PROVIDED IN § 2-405.1 OF THIS TITLE FOR THE
PERFORMANCE OF DUTIES OF DIRECTORS.

2-401.

(a)    The [board of directors of a corporation shall
manage its] business and affairs OF A CORPORATION SHALL
BE MANAGED UNDER THE DIRECTION OF A BOARD OF DIRECTORS.

(b)    [The] ALL POWERS OF THE CORPORATION MAY BE
EXERCISED BY OR UNDER AUTHORITY OF THE board of directors
[may exercise all the powers of the corporation,] except
[those] AS conferred on or reserved to the stockholders
by law or by the charter or bylaws of the corporation.

2-406.

[The] (A) EXCEPT AS PROVIDED IN SUBSECTION (B) OF
THIS SECTION AND UNLESS THE CHARTER OF THE CORPORATION
PROVIDES OTHERWISE, THE stockholders of a corporation may
remove any director, WITH OR WITHOUT CAUSE, by the
affirmative vote of a majority of all the votes entitled
to be cast [on the matter] FOR THE ELECTION OF DIRECTORS.

(B) UNLESS THE CHARTER OF THE CORPORATION PROVIDES