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1116 LAWS OF MARYLAND Ch. 329
Approved May 24, 1983.
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CHAPTER 330
(Senate Bill 354)
AN ACT concerning
Corporations and Associations -
Removal and Election of Directors
FOR the purpose of granting to the stockholders of a series of
corporations the power to remove a director elected by that
series; granting to the stockholders of any classes or
series entitled to elect certain directors and the directors
elected by such stockholders the power to fill vacancies
occurring in such directorships; and generally relating to
removal and election of directors.
BY repealing and reenacting, with amendments,
Article - Corporations and Associations
Section 2-406(b) and 2-407
Annotated Code of Maryland
(1975 Volume and 1982 Supplement)
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SECTION 1. BE IT ENACTED BY THE GENERAL ASSEMBLY OF
MARYLAND, That the Laws of Maryland read as follows:
Article - Corporations and Associations
2-406.
(b) Unless the charter of the corporation provides
otherwise:
(1) If the stockholders of any class OR SERIES are
entitled separately to elect one or more directors, a director
elected by a class OR SERIES may not be removed without cause
except by the affirmative vote of a majority of all the votes of
that class OR SERIES; 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.
2-407.
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