{"data":{"id":"us-md/md.-code-corporations-and-associations-3-804","jurisdiction":"us-md","citation":"Md. Code, Corporations and Associations § 3–804","heading":"","body":"(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.\n(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.\n(c) (1) Notwithstanding any provision in the charter or bylaws, this subsection applies to a vacancy that results from:\n(i) An increase in the size of the board of directors; or\n(ii) The death, resignation, or removal of a director.\n(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.\n(3) Any director elected to fill a vacancy shall hold office:\n(i) For the remainder of the full term of the class of directors in which the vacancy occurred; and\n(ii) Until a successor is elected and qualifies.","path":["Article - Corporations and Associations"],"source_url":"https://mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=gca\u0026section=3-804","current_through":"2026-01-01","vintage":"","retrieved_at":"2026-09-14T19:56:43Z","sha256":"4b171151df20e3e447e22165601a68d4d14c5ce66d1182a87825ef9486a92c36","source_id":"us-md","stale":false,"prev":"us-md/md.-code-corporations-and-associations-3-803","next":"us-md/md.-code-corporations-and-associations-3-805"},"notice":"GroundRules: Original legal text. Not legal advice."}