MARVIN MANDEL, Governor                        1335

shares. If no other provision to accomplish this transfer and acqui-
sition is in effect and carried out within this period, the corporation
thereafter shall purchase and redeem all of the decedent shareholder's
shares of stock at book value, determined as of the end of the month
immediately preceding death or disqualification. The book value shall
be determined from the books and records of the corporation in
accordance with the regular methods of accounting used by the cor-
poration for the purposes of determining net taxable income for
federal income tax purposes; and no subsequent adjustment of this in-
come, whether by the corporation itself, by federal income tax audit
made and agreed to, or by a court decision which has become final,
shall alter the redemption price. Nothing contained in this section
shall prevent the parties involved from making any other arrange-
ment or provision in the corporate articles, bylaws, or by contract
to transfer the shares of a deceased or disqualified shareholder to the
corporation or to persons qualified to own the shares, whether made
before or after the death or disqualification of the shareholder, pro-
vided that within the 90-day period herein specified all the stock
involved shall have been so transferred.

442.

A corporation organized and operating under this subtitle shall
furnish a report to the State Department of Assessments and Tax-
ation by March 31 of each year showing the names and post office
addresses of all its shareholders, directors and officers, and shall
certify that all these persons are duly licensed, certified, registered
or otherwise legally authorized to render the appropriate professional
or other personal service in this state. This report shall be made on
forms prescribed and furnished by the Department, and shall not
contain fiscal or other information other than that expressly required
by this subsection. It shall be signed by the president or vice presi-
dent and the secretary or an assistant secretary of the corporation,
and acknowledged before a notary public by the persons signing the
report. The report shall be filed with the State Department of Assess-
ments and Taxation, and shall be in lieu of any regular annual report
of corporations otherwise required by this Article. The filing of such
reports shall be governed by Section 252 of Article 81, as amended
from time to time.

443.

Those provisions of Article 23 existing at the effective date of this
subtitle shall be applicable to a corporation organized under this
subtitle. If any of the provisions of this subtitle are interpreted to be
in conflict with existing provisions of this Article, the provisions of
this subtitle shall take precedence with respect to a corporation or-
ganized under this subtitle. A professional corporation organized
under this subtitle may consolidate or merge only with another
domestic professional corporation organized under this subtitle to
render the same specific professional service and a merger or co