1480

LAWS OF MARYLAND

Ch. 567

circumstances, such loans may be reasonably expected
to benefit the corporation; revising the provisions
under which a corporation may advance, before the
final disposition of a proceeding against a
corporate representative, expenses incurred by the
corporate representative in defending the
proceeding; modifying certain language relating to
the board resolution required to approve a proposed
consolidation, merger, share exchange, or transfer
of assets; providing that the board of directors of
a Maryland corporation may, if the charter or
by—laws so provide, adopt by resolution a procedure
whereby a stockholder of the corporation may certify
in accordance with certain procedures that all or a
portion of the shares registered in such
stockholder's name are held for the account of one
or more specified persons and that, on such
certification, the person so specified in the
certification shall be deemed to be the record
holder of the number of shares and for the purposes
specified in the certification; providing for the
effect of the consummation of a merger,
consolidation, or share exchange on shares of stock
to be converted, exchanged, or acquired in the
transaction; modifying the procedure for the
exercise of dissenting stockholders' rights in the
Merger of a 90 percent or more owned subsidiary into
its parent; eliminating a reference to certain
summaries of stock in a registration statement filed
under the Federal Securities Act of 1933 as a
sufficient summary of stock to be placed on stock
certificates for purposes of Maryland law; providing
that articles of amendment and articles of amendment
and restatement may become effective within 30 days
after they are accepted for record; permitting the
stockholders of a professional corporation to change
the corporation by charter amendment from a
professional corporation to a corporation under the
general corporation laws; providing for the filing
of a certificate of correction by a corporation to
correct factual misstatements or other errors in
documents filed with the Department of Assessments
and Taxation under the Corporations and Associations
Article; adding provisions relating to conflicts of
interest of directors; providing for the effect of
the forfeiture of the charter of a nonstock

corporation; establishing certain__conditions for

expiration of the existence of a corporation the
charter of which limits its period of existence;
modifying certain rules of interpretation in the
Maryland Securities Act; correcting certain errors
and clarifying language in the Article; creating a
short title for citation of Titles 1 through 3 of
the Article; changing the name of Article 23 of the
Code; and generally relating to corporations,
partnerships and other associations.

BY repealing