Maryland Code, CORPORATIONS AND ASSOCIATIONS 3-804
Terms Used In Maryland Code, CORPORATIONS AND ASSOCIATIONS 3-804
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Quorum: The number of legislators that must be present to do business.
- Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
(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.