Maryland § 2-405
Full text of Maryland Maryland Code § 2-405, with citation guidance and answers to common questions.
§ 2-405.
(a) (1) Except as provided in paragraph (2) of this subsection, in case of failure to elect directors at the designated time, the directors holding over shall continue to serve as directors of the corporation until their successors are elected and qualify.
(2) If the number of directors to be elected at the designated time, together with the number of directors who otherwise would hold over, exceeds the number of directors who were to be elected, then the directors who will hold over and continue to serve as directors of the corporation until their successors are elected and qualify shall be determined:
(i) By a majority vote of the directors elected at the designated time and, if the board is classified, any directors whose terms did not expire at the designated time, whether or not sufficient to constitute a quorum; or
(ii) As otherwise provided in the charter or bylaws of the corporation.
(b) A director not elected annually in accordance with § 2–501(b) of this title shall be deemed to be continuing in office and shall not be deemed to be holding over under subsection (a) of this section until after the time at which an annual meeting is required to be held under § 2–501(b) of this title or the charter or bylaws of the corporation.
Frequently Asked Questions About Maryland § 2-405
What does Maryland Code § 2-405 cover?
Section 2-405 is part of the Maryland Code, the codified statutory law of Maryland. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Maryland § 2-405?
A common citation format is "Maryland Code § 2-405" (Maryland). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Maryland law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Maryland official source linked on this page or consult a licensed Maryland attorney.
How does Maryland § 2-405 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Maryland can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Maryland.