MARVIN MANDEL, Governor

1587

Present Art. 23, §43(b)(1), voting of shares
held by corporation, now appears in §2—509 of
this subtitle.

Present Art. 23, §43(b)(3), voting of shares
for directors, now appears in §2—404 of this
article.

2-508. VOTING BY CERTAIN HOLDERS OF STOCK.

(A)   STOCK HELD BY FIDUCIARY.

(1)    A FIDUCIARY MAY VOTE , EITHER IN PERSON
OR BY PROXY, STOCK REGISTERED IN HIS NAME AS FIDUCIARY.

(2)   A FIDUCIARY MAY VOTE, EITHER IN PERSON OR
BY PROXY, STOCK REGISTERED IN THE NAME OF ANOTHER PERSON
ON PROOF OF THE FACT THAT LEGAL TITLE TO THE STOCK HAS
DEVOLVED ON HIM IN A FIDUCIARY CAPACITY AND THAT HE IS
QUALIFIED TO ACT IN THAT CAPACITY.

(B)    STOCK HELD BY PLEDGEE.

A STOCKHOLDER OF RECORD WHO PLEDGES HIS SHARES MAY
VOTE THEM, BUT, AS BETWEEN THE PLEDGOR AND PLEDGEE, THIS
SUBSECTION DOES NOT AFFECT THE VALIDITY OF ANY AGREEMENT
BETWEEN THEM AS TO THE GIVING OF PROXIES OR THE EXERCISE
OF VOTING RIGHTS.

(C)   JOINTLY HELD STOCK.

(1)    IF STOCK IS REGISTERED IN THE NAMES OF
TWO OR WORE PERSONS, WHETHER AS FIDUCIARIES, MEMBERS OF A
PARTNERSHIP, JOINT TENANTS, TENANTS IN COMMON, TENANTS BY
THE ENTIRETY, OR OTHERWISE, OR IF TWO OR MORE PERSONS
HAVE THE SAME FIDUCIARY RELATIONSHIP WITH RESPECT TO THE
SAME STOCK, UNLESS THE SECRETARY OF THE CORPORATION IS
GIVEN WRITTEN NOTICE TO THE CONTRARY AND IS FURNISHED
WITH A COPY OF THE INSTRUMENT OR ORDER WHICH SO PROVIDES,
THEIR ACTS WITH RESPECT TO VOTING HAVE THE EFFECTS
PROVIDED IN THIS SUBSECTION.

(2)   IF ONLY ONE VOTES, HIS VOTE BINDS ALL,
AND IF MORE THAN ONE VOTE, THE VOTE OF THE MAJORITY
BINDS ALL.

(3)   IF MORE THAN ONE VOTE AND THE VOTE IS
EVENLY SPLIT ON ANY PARTICULAR MATTER:

(I)     EACH FACTION MAY VOTE THE STOCK IN
QUESTION PROPORTIONALLY; OR

(II)   ANY PERSON VOTING THE STOCK OR ANY
BENEFICIARY MAY APPLY TO A COURT OF COMPETENT