Section 3-804 - Directors - Removal, number, and vacancy. - Maryland Statutes

§ 3-804. Directors - Removal, number, and vacancy.
 

(a)  Removal.- 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. 

(b)  Number.- 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. 

(c)  Vacancy.-  

(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. 
 

[1999, ch. 300; 2000, ch. 642.]