§ 3-804
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/md/corporations-and-associations/3-804·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
§3–804.
(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.
(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.