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MARVIN MANDEL, Governor 1491
OTHERWISE:
(1) IF THE STOCKHOLDERS OF ANY CLASS ARE
ENTITLED SEPARATELY TO ELECT ONE OF MORE DIRECTORS, A
DIRECTOR ELECTED BY A CLASS MAY NOT BE REMOVED WITHOUT
CAUSE EXCEPT BY THE AFFIRMATIVE VOTE OF A MAJORITY OF ALL
THE VOTES OF THAT CLASS; AND
(2) IF A CORPORATION HAS CUMULATIVE VOTING
FOR THE ELECTION OF DIRECTORS AND LESS THAN THE ENTIRE
BOARD IS TO BE REMOVED, A DIRECTOR MAY NOT BE REMOVED
WITHOUT CAUSE IF THE VOTES CAST AGAINST HIS REMOVAL WOULD
BE SUFFICIENT TO ELECT HIM IF THEN CUMULATIVELY VOTED AT
AN ELECTION OF THE ENTIRE BOARD OF DIRECTORS, OR, IF
THERE IS MORE THAN ONE CLASS OF DIRECTORS, AT AN ELECTION
OF THE CLASS OF DIRECTORS OF WHICH HE IS A MEMBER.
2-411.
(a) The bylaws of a corporation may authorize its
board of directors to:
(1) Appoint from among its members an
executive committee and other committees composed of two
or more directors; and
(2) Delegate to these committees [in the
intervals between meetings of the board of directors] any
of the powers of the board OF DIRECTORS [to manage the
business and affairs of the corporation], except the
power to:
(i) Declare dividends OR DISTRIBUTIONS ON
STOCK;
(ii) Issue stock OTHER THAN AS PROVIDED IN
SUBSECTION (B) OF THIS SECTION; [or]
(iii) Recommend to the stockholders any action
which requires stockholder approval;
(IV) AMEND THE BYLAWS; OR
(V) APPROVE ANY MERGER OR SHARE EXCHANGE
WHICH DOES NOT REQUIRE STOCKHOLDER APPROVAL.
(B) IF THE BOARD OF DIRECTORS HAS GIVEN GENERAL
AUTHORIZATION FOR THE ISSUANCE OF STOCK, A COMMITTEE OF
THE BOARD, IN ACCORDANCE WITH A GENERAL FORMULA OR METHOD
SPECIFIED BY THE BOARD BY RESOLUTION OR BY ADOPTION OF A
STOCK OPTION OR OTHER PLAN, MAY FIX THE TERMS OF STOCK
SUBJECT TO CLASSIFICATION OR RECLASSIFICATION AND THE
TERMS ON WHICH ANY STOCK MAY BE ISSUED, INCLUDING ALL
TERMS AND CONDITIONS REQUIRED OR PERMITTED TO BE
ESTABLISHED OR AUTHORIZED BY THE BOARD OF DIRECTORS UNDER
§§ 2-203 AND 2-208 OF THIS TITLE.
[(b)] (C) The bylaws may authorize the members of a
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