Failure to Take Action

(a)If the corporation does not take the proposed action within sixty COL021307 CH. 3 CORPORATE S TOCK

(60)days after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares.

(b)If, after returning deposited certificates and releasing transfer restrictions, the corporation takes the proposed action, it must send a new dissenters’ notice under § 3403 of this Article and repeat the payment demand procedure.