In this subtitle the following words have the meanings indicated. “Acquiring person” means a person who is seeking to acquire control of a corporation. “Act” includes an omission or failure to act. “Affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, a specified person. “Associate”, when used to indicate a relationship with any person, means: Any corporation or organization (other than the corporation or a subsidiary of the corporation) of which such person is an officer, director, or partner or is, directly or indirectly, the beneficial owner of 10 percent or more of any class of equity securities; Any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and Any relative or spouse of such person, or any relative of such spouse, who has the same principal residence as such person or who is a director or officer of the corporation or any of its affiliates. “Beneficial owner”, when used with respect to any stock, means a person: That, individually or with any of its affiliates or associates, beneficially owns stock, directly or indirectly; or That, individually or with any of its affiliates or associates, has: The right to acquire stock (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement, or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; or The right to vote stock pursuant to any agreement, arrangement, or understanding; or That has any agreement, arrangement, or understanding for the purpose of acquiring, holding, voting, or disposing of stock with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such shares of stock. “Charter” includes the declaration of trust of a real estate investment trust. “Control”, including the terms “controlling”, “controlled by”, and “under common control with”, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise, and the beneficial ownership of 10 percent or more of the votes entitled to be cast by a corporation’s stock creates a presumption of control. “Corporation” includes a real estate investment trust as defined in Title 8 of this article. “Director” includes a trustee of a real estate investment trust. “Equity security” means: Any stock or similar security, certificate of interest, or participation in any profit sharing agreement, voting trust certificate, or certificate of deposit for an equity security; Any security convertible, with or without consideration, into an equity security, or any warrant or other security carrying any right to subscribe to or purchase an equity security; or Any put, call, straddle, or other option or privilege of buying an equity security from or selling an equity security to another without being bound to do so. “Real estate investment trust” has the meaning stated in Title 8 of this article. “Stockholder” includes a shareholder of a real estate investment trust. “Subsidiary” means any corporation of which stock having a majority of the votes entitled to be cast is owned, directly or indirectly, by the corporation.

Notwithstanding any other provision in this article except subsection (b) of this section, this subtitle applies to each corporation that: Has a class of equity securities registered under the Securities Exchange Act of 1934; and Elects to be subject to any or all provisions, in whole or in part, of this subtitle by provision in: Its charter or bylaws; or A resolution of its board of directors. This subtitle applies only to a corporation that has at least three directors who, at the time of any election to become subject to the provisions of this subtitle: Are not officers or employees of the corporation; Are not acquiring persons; Are not directors, officers, affiliates, or associates of an acquiring person; and Were not nominated or designated as directors by an acquiring person. A director does not fail to satisfy paragraph (1) of this subsection because the director: Owns securities issued by the corporation; Is entitled to compensation, retirement, severance, or other benefits as a director of the corporation; or Might continue to serve as a director of the corporation or become a director of an acquiring person. This subtitle does not apply to a corporation to the extent that the corporation elects not to be subject to any provision of this subtitle to which it has previously elected to be subject, if the corporation elects not to be subject to the provision in the same manner in which it elected to become subject to the provision, including the satisfaction of subsection (d)(1) of this section, if applicable. The charter of a corporation may contain a provision or the board of directors may adopt a resolution that prohibits the corporation from electing to be subject to any or all provisions of this subtitle. A corporation shall file articles supplementary with the Department if: The corporation elects to be subject to any or all provisions of this subtitle by resolution of the board of directors or bylaw amendment; or The board of directors adopts a resolution in accordance with subsection (c) of this section that prohibits the corporation from electing to be subject to any or all provisions of this subtitle. The articles supplementary shall describe any provision of this subtitle to which the corporation: Has elected to become subject; or May not elect to become subject in accordance with the resolution of the board. Stockholder approval is not required for the filing of articles supplementary in accordance with paragraph (1) of this subsection.

Except as provided in subsection (f) of this section, notwithstanding any provision in the charter or the bylaws of a corporation, before the first annual meeting of stockholders after a corporation elects to be subject to this subtitle, the board of directors shall designate by resolution, from among its members, directors to serve as class I directors, class II directors, and class III directors. To the extent possible, the classes shall have the same number of directors. The term of office of the class I directors shall continue until the first annual meeting of stockholders after the date on which the corporation becomes subject to this subtitle and until their successors are elected and qualify. The term of office of the class II directors shall continue until the second annual meeting of stockholders after the date on which the corporation becomes subject to this subtitle and until their successors are elected and qualify. The term of office of the class III directors shall continue until the third annual meeting of stockholders following the date on which the corporation becomes subject to this subtitle and until their successors are elected and qualify. At each annual meeting of the stockholders of a corporation, the successors to the class of directors whose term expires at that meeting shall be elected to hold office for a term continuing until: The annual meeting of stockholders held in the third year following the year of their election; and Their successors are elected and qualify. This subtitle does not limit the power of a corporation by provision in its charter to: Confer on the holders of any class or series of preference or preferred stock the right to elect one or more directors; and Designate the terms and voting powers of the directors, which may vary among the directors.

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. 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. Notwithstanding any provision in the charter or bylaws, this subsection applies to a vacancy that results from: An increase in the size of the board of directors; or The death, resignation, or removal of a director. 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. Any director elected to fill a vacancy shall hold office: For the remainder of the full term of the class of directors in which the vacancy occurred; and Until a successor is elected and qualifies.

Notwithstanding any provision in the charter or bylaws, the secretary of a corporation may call a special meeting of stockholders only: On the written request of the stockholders entitled to cast at least a majority of all the votes entitled to be cast at the meeting; and In accordance with the procedures set forth under § 2-502(b)(2) and (3) and (e) of this article.