1568

LAWS OF MARYLAND

[Ch. 311

DIRECTORS TO FILL A VACANCY SERVES UNTIL THE NEXT ANNUAL
MEETING OF STOCKHOLDERS AND UNTIL HIS SUCCESSOR IS
ELECTED AND QUALIFIES.

(2) A DIRECTOR ELECTED BY THE STOCKHOLDERS TO
FILL A VACANCY WHICH RESULTS FROM THE REMOVAL OF A
DIRECTOR SERVES FOR THE BALANCE OF THE TERM OF THE
REMOVED DIRECTOR.

REVISOR'S NOTE: This section is new language derived
without substantive change from Art. 23,
§§52(d) and 54.

2-408. ACTION BY DIRECTORS.

(A)   MAJORITY RULE.

UNLESS THIS ARTICLE OR THE CHARTER OR BYLAWS OF THE
CORPORATION REQUIRE A GREATER PROPORTION, THE ACTION OF
A MAJORITY OF THE DIRECTORS PRESENT AT A MEETING AT WHICH
A QUORUM IS PRESENT IS THE ACTION OF THE BOARD OF
DIRECTORS.

(B)   QUORUM.

(1) UNLESS THE BYLAWS OF THE CORPORATION
PROVIDE OTHERWISE, A MAJORITY OF THE ENTIRE BOARD OF
DIRECTORS CONSTITUTES A QUORUM FOR THE TRANSACTION OF
BUSINESS.

(2) NOTWITHSTANDING ANY PROVISION OF THE
BYLAWS TO THE CONTRARY, A QUORUM MAY NOT BE LESS THAN:

(I)
DIRECTORS; OR

ONE-THIRD

OF

THE ENTIRE BOARD OF

(II) TWO DIRECTORS.

[[(C) TELEPHONE MEETINGS.

(1) UNLESS RESTRICTED BY THE CHARTER OR
BYLAWS OF THE CORPORATION, MEMBERS OF THE BOARD OF
DIRECTORS OR A COMMITTEE OF THE BOARD MAY PARTICIPATE IN
A MEETING BY MEANS OF A CONFERENCE TELEPHONE OR SIMILAR
COMMUNICATIONS EQUIPMENT IF ALL PERSONS PARTICIPATING IN
THE MEETING CAN HEAR EACH OTHER AT THE SAME TIME.

(2) PARTICIPATION IN A MEETING BY THESE
MEANS CONSTITUTES PRESENCE IN PERSON AT THE MEETING.]]

[[(D)]] (C) INFORMAL ACTION BY DIRECTORS.

ANY ACTION REQUIRED OR PERMITTED TO BE TAKEN AT A
MEETING OF THE BOARD OF DIRECTORS OR OF A COMMITTEE OF