Marvin Mandel, Governor                       1951

44.

(b) Shares held by fiduciaries.—Any fiduciary may vote shares
standing in his 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 other-
wise directs:

(1)    Where shares are held jointly by three or more fiduciaries
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 appoint another person
to act with such fiduciaries in determining the manner in which
such shares shall be voted upon the particular 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.]

44.

(e) If shares or other securities having voting power stand of
record in the names of two or more persons, whether fiduciaries,
members of a partnership, joint tenants, tenants in common, ten-
ants by the entirety or otherwise, or if two or more persons have
the same fiduciary relationship respecting the same shares, unless
the secretary of the corporation is given written notice to the con-
trary and is furnished with a copy of the instrument or order
appointing them or creating the relationship wherein it is so pro-
vided, their acts with respect to voting shall have the following
effect:

(1)    If only one votes, his act binds all;

(2)    If more than one vote, the act of the majority so voting
binds all;

(3)    If more than one vote, but the vote is evenly split on any
particular matter, each faction may vote the securities in question
proportionally, or any person voting the shares, or a beneficiary,
if any, may apply to any court of competent jurisdiction to appoint
an additional person to act with the persons so voting the shares,
which shall then be voted as determined by a majority of such per-
sons and the person appointed by the Court. If the instrument so
filed shows that any such tenancy is held in unequal interests, a
majority or even-split for the purpose of this subsection shall be
a majority or even-split in interest.

65. Power of Consolidation, Merger, Sale, Lease, Exchange and
Transfer of Assets.

(a) Any corporation of this State having capital stock may, in
accordance with the provisions of this subtitle: