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§ 2-404. Election and term of directors

West's Annotated Code of MarylandCorporations and AssociationsEffective: October 1, 2014

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, 2014
MD Code, Corporations and Associations, § 2-404
§ 2-404. Election and term of directors
Currentness
Charter
(a) Until successors are elected and qualify, the board of directors consists of the individuals named as directors in the charter.
Elections
(b)(1) Except as provided in paragraph (2) of this subsection, at each annual meeting of stockholders, the stockholders shall elect directors to hold office until the earlier of:
(i) The next annual meeting of stockholders and until their successors are elected and qualify;
(ii) The time provided in the terms of any class or series of stock pursuant to which such directors are elected; or
(iii) The time a director ceases to have the qualifications that were required by the charter or bylaws of the corporation at the time the director was elected, if the charter or bylaws at the time the director was elected required the director's term to end on a failure to have those qualifications.
(2) Except for a corporation that has elected to be subject to § 3-803 of this article, if the directors are divided into classes, the term of office may be provided in the bylaws, except that:
(i) The term of office of a director may not be longer than 5 years or, except in the case of an initial or substitute director, shorter than the period between annual meetings; and
(ii) The term of office of at least one class shall expire each year.
Voting shares
(c) Each share of stock may be voted for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted.
Plurality
(d) Unless the charter or bylaws of a corporation provide otherwise, a plurality of all the votes cast at a meeting at which a quorum is present is sufficient to elect a director.

Credits

Added by Acts 1975, c. 311, § 2, eff. July 1, 1975. Amended by Acts 1981, c. 122; Acts 1997, c. 720, § 1, eff. Oct. 1, 1997; Acts 1999, c. 300, § 1, eff. June 1, 1999; Acts 2014, c. 550, § 1, eff. Oct. 1, 2014; Acts 2014, c. 551, § 1, eff. Oct. 1, 2014.
Formerly Art. 23, §§ 43, 52.
MD Code, Corporations and Associations, § 2-404, MD CORP & ASSNS § 2-404
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.
End of Document