1973]                                OF THE SENATE                                    27

An examination of the text of the bill establishes that the bill does not do
what its title indicates it does. Rather, the bill provides that, if the name of
a professional service corporation is to be one which does not include the
name of any shareholder, that corporation must have at the time of its
incorporation, and must continue to have, at least four shareholders. These
provisions with respect to permissible corporate names are entirely separate
and apart from those in Sections 433 and 440(a), which permit any "in-
dividual or group of individuals" falling within the remaining provisions
of the Act to avail himself or themselves of the Professional Service
Corporation Act, further requiring that, as a general rule, the corporate
name must include, inter alia, the last names of some or all of the share-
holders. In simple terms, there is no existing requirement that at least
five shareholders form a professional association nor does this bill change
the existing law to create a new requirement of at least four shareholders.
All of the changes effected by this bill relate to the name of the corpora-
tion, not to its "formation".

A second problem is that the bill purports to repeal and reenact with
amendments, Section 440(b), while in its text it includes only subsection
(1). The fate of existing subsections (2) and (3) is unclear but the indica-
tion is that they have been repealed because of the fact that they were
not included within the reenactment. We need not reach that question,
however, because of the misleading title which, in our view, is dispositive
of the question and most likely would cause a court in a properly framed
case to declare the bill unconstitutional.

Very truly yours,

FRANCIS B. BURCH,

Attorney General.

Which was read.

Senate Bill No. 958—By Senator Wilson:

An Act to repeal and re-enact, with amendments, Section 440(b) of
Article 23 of the Annotated Code of Maryland (1966 Replacement Volume
and 1971 Supplement), title "Corporations," subtitle "Particular Classes
of Corporations," subheading "Professional Service Corporation Act," to
provide for a reduction in the number of minimum shareholders for the
formation of a Professional Association from five (5) to [[two (2)]] four
(4) shareholders.

The President put the question: Shall the bill pass notwithstanding the
objections of the Executive?

The President announced the veto was sustained by roll call as follows:

Affirmative—None

Negative

Messrs.—

President, Mrs. Abrams, Bailey, Bauman, Bertorelli, Bishop, Blount, Boyer, Bozick,
Byrnes, Clark, Conroy, Coolahan, Curran, Dalton, Emanuel, Finney, Goodman, Hall,
Hodges, Hoyer, Lapides, Lipin, Malkus, McGuirk, Mrs. Nock, Pascal, Pine, Mrs. Schwein-
haut, Smelser, Snyder, Staszak, Staten, Stone, Thomas, Mrs. Welcome. Wilson.

Total—37