302 LAWS OF MARYLAND [CH. 135

proxy shall be valid after eleven months from its date, unless
otherwise provided in the proxy.

(3) In all elections for directors every stockholder shall
have the right to vote, in person or by proxy, the shares owned
of record by him, for as many persons as there are directors
to be elected and for whose election he has a right to vote.
Any corporation may by its charter provide, through cumula-
tive voting, for minority representation in the election of
directors and the terms upon which cumulative voting rights
may be exercised.

40. (Voting of Shares by Certain Holders. ) (a) Shares
standing in the name of a corporation, when entitled to be
voted, may be voted by the president or vice-president
or by proxy appointed by the president or a vice-president,
unless some other person who has been appointed to vote
such shares pursuant to a by-law or a resolution of the board
of directors, presents a certified copy of such by-law or resolu-
tion, in which case such person may vote such shares.

(b) Any fiduciary may vote shares standing in Ms name
as such fiduciary, either in person or by proxy, and upon proof
of the fact that legal title to shares registered in the name of
another person has devolved upon him in a fiduciary capacity
and that he is duly qualified to act as such fiduciary, he may
vote such shares, either in person or by proxy, even though
they have not been transferred into his name as such fiduciary.

Unless the instrument or order appointing such fiduciaries
otherwise directs:

(1) Where shares are held jointly by three or more fiduci-
aries the will of the majority of such fiduciaries shall control
the manner of voting or the giving of a proxy.

(2) Where, in any case, the fiduciaries are equally divided
upon the manner of voting the shares jointly held by them,
any court of competent jurisdiction, upon petition filed by
any of such fiduciaries or by any party in interest, may ap-
point another person to act with such fiduciaries in determining
the manner in which such shares shall be voted upon the par-
ticular questions as to which such fiduciaries are divided, or
may direct the voting of such shares as it may deem for the
best interest of the beneficiaries.

(c) The stockholder of record of pledged shares shall be
entitled to vote such shares; but the provisions of this sub-
section shall not affect the validity as between the pledgor and
pledgee of any agreement between them as to the giving of
proxies or the exercise of voting rights.