(B) THE TERM OF OFFICE OF THE CLASS I DIRECTORS SHALL CONTINUE
UNTIL THE FIRST ANNUAL MEETING OF STOCKHOLDERS AFTER THE DATE ON
WHICH THE CORPORATION BECOMES SUBJECT TO THIS SUBTITLE AND UNTIL THEIR
SUCCESSORS ARE ELECTED AND QUALIFY.

(C) THE TERM OF OFFICE OF THE CLASS II DIRECTORS SHALL CONTINUE
UNTIL THE SECOND ANNUAL MEETING OF STOCKHOLDERS AFTER THE DATE ON
WHICH THE CORPORATION BECOMES SUBJECT TO THIS SUBTITLE AND UNTIL THEIR
SUCCESSORS ARE ELECTED AND QUALIFY.

(D) THE TERM OF OFFICE OF THE CLASS III DIRECTORS SHALL CONTINUE
UNTIL THE THIRD ANNUAL MEETING OF STOCKHOLDERS FOLLOWING THE DATE ON
WHICH THE CORPORATION BECOMES SUBJECT TO THIS SUBTITLE AND UNTIL THEIR
SUCCESSORS ARE ELECTED AND QUALIFY.

(E) AT EACH ANNUAL MEETING OF THE STOCKHOLDERS OF A CORPORATION,
THE SUCCESSORS TO THE CLASS OF DIRECTORS WHOSE TERM EXPIRES AT THAT
MEETING SHALL BE ELECTED TO HOLD OFFICE FOR A TERM CONTINUING UNTIL;

(1) THE ANNUAL MEETING OF STOCKHOLDERS HELD IN THE THIRD
YEAR FOLLOWING THE YEAR OF THEIR ELECTION; AND

(2) THEIR SUCCESSORS ARE ELECTED AND QUALIFY.

(F) THIS SUBTITLE DOES NOT LIMIT THE POWER OF A CORPORATION BY
PROVISION FN ITS CHARTER TO:

(1) CONFER ON THE HOLDERS OF ANY CLASS OR SERIES OF
PREFERENCE OR PREFERRED STOCK THE RIGHT TO ELECT ONE OR MORE
DIRECTORS; AND

(2) DESIGNATE THE TERMS AND VOTING POWERS OF THE DIRECTORS,
WHICH MAY VARY AMONG THE DIRECTORS.

3-804.

(A) NOTWITHSTANDING ANY OTHER LESSER PROPORTION OF VOTES
REQUIRED BY A PROVISION IN THE CHARTER OR THE BYLAWS, BUT SUBJECT TO §
2-406(B) 2-406(B)(3) OF THIS ARTICLE THE STOCKHOLDERS OF A CORPORATION MAY
REMOVE ANY DIRECTOR BY THE AFFIRMATIVE VOTE OF AT LEAST TWO-THIRDS OF
ALL THE VOTES ENTITLED TO BE CAST BY THE STOCKHOLDERS GENERALLY IN THE
ELECTION OF DIRECTORS.

(B) SUBJECT TO § 2-402 2-402(A) OF THIS ARTICLE BUT NOTWITHSTANDING
ANY PROVISION IN THE CHARTER OR BYLAWS, THE NUMBER OF DIRECTORS OF A
CORPORATION SHALL BE FIXED ONLY BY VOTE OF THE BOARD OF DIRECTORS.

(C) (1) NOTWITHSTANDING ANY PROVISION IN THE CHARTER OR BYLAWS,
THIS SUBSECTION APPLIES TO A VACANCY THAT RESULTS FROM:

(I) AN INCREASE IN THE SIZE OF THE BOARD OF DIRECTORS; OR

(II) THE DEATH, RESIGNATION, OR REMOVAL OF A DIRECTOR