Section 3-802 - Applicability of subtitle.
§ 3-802. Applicability of subtitle.
(a) In general.- Notwithstanding any other provision in this article except subsection (b) of this section, this subtitle applies to each corporation that:
(1) Has a class of equity securities registered under the Securities Exchange Act of 1934; and
(2) Elects to be subject to any or all provisions, in whole or in part, of this subtitle by provision in:
(i) Its charter or bylaws; or
(ii) A resolution of its board of directors.
(b) Director requirements.-
(1) This subtitle applies only to a corporation that has at least three directors who, at the time of any election to become subject to the provisions of this subtitle:
(i) Are not officers or employees of the corporation;
(ii) Are not acquiring persons;
(iii) Are not directors, officers, affiliates, or associates of an acquiring person; and
(iv) Were not nominated or designated as directors by an acquiring person.
(2) A director does not fail to satisfy paragraph (1) of this subsection because the director:
(i) Owns securities issued by the corporation;
(ii) Is entitled to compensation, retirement, severance, or other benefits as a director of the corporation; or
(iii) Might continue to serve as a director of the corporation or become a director of an acquiring person.
(3) This subtitle does not apply to a corporation to the extent that the corporation elects not to be subject to any provision of this subtitle to which it has previously elected to be subject, if the corporation elects not to be subject to the provision in the same manner in which it elected to become subject to the provision, including the satisfaction of subsection (d)(1) of this section, if applicable.
(c) Complete or partial opt out permitted.- The charter of a corporation may contain a provision or the board of directors may adopt a resolution that prohibits the corporation from electing to be subject to any or all provisions of this subtitle.
(d) Supplementary filings.-
(1) A corporation shall file articles supplementary with the Department if:
(i) The corporation elects to be subject to any or all provisions of this subtitle by resolution of the board of directors or bylaw amendment; or
(ii) The board of directors adopts a resolution in accordance with subsection (c) of this section that prohibits the corporation from electing to be subject to any or all provisions of this subtitle.
(2) The articles supplementary shall describe any provision of this subtitle to which the corporation:
(i) Has elected to become subject; or
(ii) May not elect to become subject in accordance with the resolution of the board.
(3) Stockholder approval is not required for the filing of articles supplementary in accordance with paragraph (1) of this subsection.
[1999, ch. 300; 2000, ch. 61, § 1.]