Section 5-118 - Proxy; voting trusts. - Maryland Statutes

§ 5-118. Proxy; voting trusts.
 

(a)  Proxy.- Only a qualified person may be appointed a proxy to vote stock of a professional corporation. 

(b)  Trustees of voting trust.- A voting trust with respect to stock of a professional corporation is not valid unless all of the trustees of the trust are stockholders of the professional corporation. 

(c)  Conditions for transfer of stock into trust.- Stock in a professional corporation may not be transferred into a trust, unless: 

(1) All settlors of the trust remain stockholders of the professional corporation for the duration of the trust; and 

(2) All trustees of the trust are individuals licensed in the State to render the professional service named in the professional corporation's articles of incorporation. 

(d)  Disqualification of settlor of stock.-  

(1) If a settlor of stock in a professional corporation in a trust ceases to be a stockholder in the corporation, the settlor shall be a disqualified stockholder and the corporation shall acquire the stock held by the trust. 

(2) An acquisition of stock under paragraph (1) of this subsection shall be made under §§ 5-113 through 5-115 of this subtitle. 
 

[1993, ch. 413, § 2; 2007, ch. 5, § 7.]