MARVIN MANDEL, Governor

1567

CORPORATION UNTIL THEIR SUCCESSORS ARE ELECTED AND
QUALIFY.

REVISOR'S NOTE: This section presently appears as
Art. 23, §57.

The more accurate reference to the "failure to
elect" directors is substituted for "failure
to hold an election"; in this regard, see,
also, §3-413(b) which contains a similar
reference.

The only other changes are in style.

2-406. REMOVAL OF DIRECTOR.

THE STOCKHOLDERS OF A CORPORATION MAY REMOVE ANY
DIRECTOR BY THE AFFIRMATIVE VOTE OF A MAJORITY OF ALL THE
VOTES ENTITLED TO BE CAST ON THE MATTER.

REVISOR'S NOTE: This section is new language derived
without substantive change from provisions of
Art. 23, §52(d) which relate to removal.

The provisions of present §52(d) which relate
to filling a vacancy appear in §2—407(a).

The requirement that a removal occur at a
meeting is deleted as unnecessary since votes
can be cast only at a meeting.

2-407. VACANCY ON BOARD.

(A)   FILLING VACANCY.

(1)   THE STOCKHOLDERS MAY ELECT A SUCCESSOR TO
FILL A VACANCY ON THE BOARD OF DIRECTORS WHICH RESULTS
FROM THE REMOVAL OF A DIRECTOR.

(2)   UNLESS THE BYLAWS PROVIDE OTHERWISE:

(I)    A MAJORITY OF THE REMAINING DIRECTORS,
WHETHER OR NOT SUFFICIENT TO CONSTITUTE A QUORUM, MAY
FILL A VACANCY ON THE BOARD OF DIRECTORS WHICH RESULTS
FROM ANY CAUSE EXCEPT AN INCREASE IN THE NUMBER OF
DIRECTORS; AND

(II)    A MAJORITY OF THE ENTIRE BOARD OF
DIRECTORS MAY FILL A VACANCY WHICH RESULTS FROM AN
INCREASE IN THE NUMBER OF DIRECTORS.

(B)   TENURE OF SUBSTITUTE DIRECTOR.

(1) A DIRECTOR ELECTED BY THE BOARD OF