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§ 2-407. Filling of board vacancies

West's Annotated Code of MarylandCorporations and AssociationsEffective: October 1, 2019

West's Annotated Code of Maryland
Corporations and Associations
Title 2. Corporations in General--Formation, Organization, and Operation (Refs & Annos)
Subtitle 4. Directors and Officers (Refs & Annos)
Effective: October 1, 2019
MD Code, Corporations and Associations, § 2-407
§ 2-407. Filling of board vacancies
Currentness
Removal of director
(a)(1) Except as provided in paragraph (2) of this subsection and except for a corporation that has elected to become subject to § 3-804(c) of this article, the stockholders may elect a successor to fill a vacancy on the board of directors which results from the removal of a director.
(2) If the stockholders of any class or series are entitled separately to elect one or more directors, the stockholders of that class or series may elect a successor to fill a vacancy on the board of directors which results from the removal of a director elected by that class or series.
Quorum
(b)(1) Except as provided in paragraph (2) of this subsection or unless the charter or the bylaws of the corporation provide otherwise:
(i) A majority of the remaining directors, whether or not sufficient to constitute a quorum, may fill a vacancy on the board of directors which results from any cause except an increase in the number of directors; and
(ii) A majority of the entire board of directors may fill a vacancy which results from an increase in the number of directors.
(2) If the stockholders of any class or series are entitled separately to elect one or more directors, a majority of the remaining directors elected by that class or series or the sole remaining director elected by that class or series may fill any vacancy among the number of directors elected by that class or series.
Term
(c)(1) Unless the corporation has elected to be subject to § 3-804(c)(3) of this article, a director elected by the board of directors to fill a vacancy serves until the next annual meeting of stockholders and until his successor is elected and qualifies.
(2) A director elected by the stockholders to fill a vacancy which results from the removal of a director serves for the balance of the term of the removed director.

Credits

Added by Acts 1975, c. 311, § 2, eff. July 1, 1975. Amended by Acts 1983, c. 330; Acts 2003, c. 301, § 1, eff. June 1, 2003; Acts 2019, c. 289, § 2, eff. Oct. 1, 2019.
Formerly Art. 23, §§ 52, 54.
MD Code, Corporations and Associations, § 2-407, MD CORP & ASSNS § 2-407
Current through legislation effective through April 9, 2023, from the 2024 Regular Session of the General Assembly. Some statute sections may be more current, see credits for details.
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