Corporate Director Removal and Board-Vacancy Requirements in Maryland

At a glance

Requirements one by one

Maryland's ordinary director-removal and vacancy rules appear in Title 2 of the Corporations and Associations Article.

The default removal vote uses all votes entitled

Md. Code Ann., Corps. & Ass'ns § 2-406 allows stockholders to remove any director with or without cause by the affirmative vote of a majority of all votes entitled to be cast generally for director election. The charter and the statute's structural and subtitle 8 exceptions can change that result.

That specific all-entitled-votes denominator differs from the ordinary votes- cast approval rule used for other matters.

Class, cumulative, and classified structures limit no-cause removal

Unless the charter provides otherwise, no-cause removal of a class- or series- elected director requires a majority of all votes of that electorate. When cumulative voting applies and fewer than all directors are targeted, votes against removal protect the director if sufficient to elect at the corresponding whole-board or director-class election.

A classified director may not be removed without cause. Md. Code Ann., Corps. & Ass'ns § 2-404 allows ordinary classified terms up to five years, with at least one class expiring each year.

Maryland states an automatic qualification-loss endpoint

If the charter or bylaws required it when the director was elected, the term ends when the director ceases to hold the required qualifications. The ordinary provisions state no separate board-removal power, direct judicial-removal petition, or court-set reelection bar.

Meeting and consent routes remain available

The removal section does not make a meeting the exclusive route or create a director hearing or statement right. Under Md. Code Ann., Corps. & Ass'ns § 2-505, unanimous written or electronic stockholder consent is generally available; the charter may authorize the meeting-minimum consent route for common stock entitled to vote generally for directors, with post-action notice.

For a meeting, Md. Code Ann., Corps. & Ass'ns § 2-504 requires 10-to-90-day written or electronic notice and a purpose statement for a special meeting. Md. Code Ann., Corps. & Ass'ns § 2-502 authorizes a call by the president, board, or document-specified actor and ordinarily gives 25% holders a written-demand route, subject to its statutory and document variations.

A resignation can be delayed, event-based, and irrevocable

Section 2-406(c) permits a written or electronic resignation to take effect later or on an event. It may become irrevocable on the event and may be irrevocable when conditioned on failure to receive a specified reelection vote. The section states no recipient, acceptance requirement, or general withdrawal formula.

Removal vacancies have a stockholder successor route

Under Md. Code Ann., Corps. & Ass'ns § 2-407, stockholders may elect a successor for a removal-created vacancy. If a class or series separately elected the removed director, that electorate may elect the successor. The stockholder- elected successor completes the removed director's term.

Other vacancies use differentiated board votes

Unless the charter or bylaws provide otherwise, a majority of remaining directors may fill a vacancy from any cause other than a board increase even if they are below quorum. A majority of the entire board fills an increase-created seat. For a class/series seat, a majority or sole remaining director elected by that electorate may fill it.

A board-elected replacement serves until the next annual meeting and until a successor is elected and qualifies. The section does not enumerate every vacancy trigger, permit a prospective early fill, or identify a special actor when no directors remain. Md. Code Ann., Corps. & Ass'ns § 2-408 supplies the general board quorum, vote, and unanimous-consent mechanics where the specific vacancy rule does not provide otherwise.

What trips people up

Maryland's structural protections are phrased as limits on removal without cause. Do not convert the classified-board rule into protection from cause removal or replace the statute's all-entitled-votes denominator with ordinary votes cast.

Replacement terms depend on who fills the removal vacancy: stockholder successor completes the removed director's term, while a board appointee ordinarily serves to the next annual meeting plus holdover.

Common questions

May the board remove a director under the ordinary provisions?

No express ordinary board-removal power appears in §§ 2-404 through 2-408.

Does a classified director receive no-cause protection?

Yes, unless the charter provides otherwise or a separate statutory regime applies.

Who fills an increase-created directorship?

Unless documents provide otherwise, a majority of the entire board.

Statutes and sources

• Md. Code Ann., Corps. & Ass'ns §§ 2-404, 2-406, 2-407, and 2-408 — director tenure, qualification endpoint, removal, resignation, vacancy filling, replacement terms, and board action. Official § 2-406 page, accessed August 25, 2026.
• Md. Code Ann., Corps. & Ass'ns §§ 2-502, 2-504, and 2-505 — special- meeting call and demand, meeting notice, and stockholder consent. Official § 2-505 page, accessed August 25, 2026.