(a) The charter, as defined under § 1-101 of the Corporations and Associations Article, of a Maryland corporation may include any provision expanding or limiting the liability of its directors and officers to the corporation or its stockholders for money damages, but may not include any provision that restricts or limits the liability of its directors or officers to the corporation or its stockholders: (1) To the extent that it is proved that the person actually received an improper benefit or profit in money, property, or services for the amount of the benefit or profit in money, property, or services actually received; (2) To the extent that a judgment or other final adjudication adverse to the person is entered in a proceeding based on a finding in the proceeding that the person's action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding; or (3) With respect to any action described in subsection (b) of this section. (b) This section does not apply to an action brought by or on behalf of a State governmental entity, receiver, conservator, or depositor against a director or officer of: (1) A banking institution as defined in § 1-101 of the Financial Institutions Article; (2) A credit union as described in § 6-301 of the Financial Institutions Article; (3) A savings and loan association as defined in § 8-101 of the Financial Institutions Article; or (4) A subsidiary of a banking institution, credit union, or savings and loan association described in this subsection. (c) This section may not be construed to affect the liability of a person in any capacity other than the person's capacity as a director or officer.
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