Maryland Corporations and Associations Section 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)(3) or § 8-205(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(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.

            (2)      Each vacancy on the board of directors of a corporation may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum.

            (3)      Any director elected to fill a vacancy shall hold office:

                  (i)      For the remainder of the full term of the class of directors in which the vacancy occurred; and

                  (ii)      Until a successor is elected and qualifies.