§ 3–804
Statutes in effect as of October 1, 2026.
Md. Code Ann., Corps. & Ass'ns § 3-804 (2026)
Title 3. Corporations in General -- Extraordinary Actions
Subtitle 8. Corporations and Real Estate Investment Trusts -- Unsolicited Takeovers
§ 3–804LinkCopy Citation
(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.