1566

LAWS OF MARYLAND

[Ch. 311

DIRECTORS IN THE CHARTER.

(B)   ELECTION OF DIRECTORS; TENURE.

(1)    AT THE FIRST ANNUAL MEETING OF
STOCKHOLDERS AND, EXCEPT AS PROVIDED IN PARAGRAPH (2) OF
THIS SUBSECTION, AT EACH SUBSEQUENT ANNUAL MEETING , THE
STOCKHOLDERS SHALL ELECT DIRECTORS TO HOLD OFFICE UNTIL
THE NEXT ANNUAL MEETING OF STOCKHOLDERS AND UNTIL THEIR
SUCCESSORS ARE ELECTED AND QUALIFY.

(2)    IF THE DIRECTORS ARE DIVIDED INTO
CLASSES, THE TERM OF OFFICE MAY BE PROVIDED IN THE
BYLAWS, EXCEPT THAT:

(I)   THE TERM OF OFFICE OF A DIRECTOR MAY NOT
BE LONGER THAN FIVE YEARS OR, EXCEPT IN THE CASE OF AN
INITIAL OR SUBSTITUTE DIRECTOR, SHORTER THAN THE PERIOD
BETWEEN ANNUAL MEETINGS; AND

(II)   THE TERM OF OFFICE OF AT LEAST ONE CLASS
SHALL EXPIRE EACH YEAR.

(C)   MANNER OF VOTING.

EACH SHARE OF STOCK MAY BE VOTED FOR AS MANY
INDIVIDUALS AS THERE ARE DIRECTORS TO BE ELECTED AND FOR
WHOSE ELECTION THE SHARE IS ENTITLED TO BE VOTED.

REVISOR'S NOTE: Subsections (a) and (b)(1) of this
section presently appear as Art. 23, §52(b).

Subsection (b) (2) of this section is new
language derived without substantive change
from the second clause of Art. 23, §52(c).
The remainder of present §52(c) appears in
Subtitle 1 of this title.

Subsection (c) of this section is new language
derived without substantive change from the
first sentence of Art. 23, §43(b)(3).

The only other changes are in style.

For the provisions authorizing the charter and
bylaws to change the number of directors,
classify them, and set their tenure, see §§
2—104 and 2-110 of this article.

2-40 5. DIRECTORS HOLDING OVER.

IN CASE OF FAILURE TO ELECT DIRECTORS AT THE
DESIGNATED TIME, THE DIRECTORS HOLDING OVER SHALL
CONTINUE TO MANAGE THE BUSINESS AND AFFAIRS OF THE