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Current as of January 01, 2025 | Updated by Findlaw Staff
(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.
(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.
(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.
Cite this article: FindLaw.com - Maryland Code, Corporations and Associations § 3-804 - last updated January 01, 2025 | https://codes.findlaw.com/md/corporations-and-associations/md-code-corp-and-assns-sect-3-804/
FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature before relying on it for your legal needs.
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