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§ 3-804. Directors; removal; vacancies

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

West's Annotated Code of Maryland
Corporations and Associations
Title 3. Corporations in General--Extraordinary Actions (Refs & Annos)
Subtitle 8. Corporations and Real Estate Investment Trusts--Unsolicited Takeovers
Effective: October 1, 2019
MD Code, Corporations and Associations, § 3-804
§ 3-804. Directors; removal; vacancies
Currentness
Removal of a director
(a) Notwithstanding any other lesser proportion of votes required by a provision in the charter or the bylaws, but subject to § 2-406(b)(3) or § 8-205(b)(3) of this article the stockholders of a corporation may remove any director by the affirmative vote of at least two-thirds of all the votes entitled to be cast by the stockholders generally in the election of directors.
Number of directors of a corporation
(b) Subject to § 2-402(a) of this article but notwithstanding any provision in the charter or bylaws, the number of directors of a corporation shall be fixed only by vote of the board of directors.
Application to specific vacancies
(c)(1) Notwithstanding any provision in the charter or bylaws, this subsection applies to a vacancy that results from:
(i) An increase in the size of the board of directors; or
(ii) The death, resignation, or removal of a director.
(2) Each vacancy on the board of directors of a corporation may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum.
(3) Any director elected to fill a vacancy shall hold office:
(i) For the remainder of the full term of the class of directors in which the vacancy occurred; and
(ii) Until a successor is elected and qualifies.

Credits

Added by Acts 1999, c. 300, § 1, eff. June 1, 1999. Amended by Acts 2000, c. 642, § 1, eff. June 1, 2000; Acts 2019, c. 289, § 2, eff. Oct. 1, 2019.
MD Code, Corporations and Associations, § 3-804, MD CORP & ASSNS § 3-804
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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