1104

LAWS OF MARYLAND

Ch. 282

(5)  Be designated "capital stock" notwithstanding any
charter or bylaw provision; and

(6)  Each certificate that evidences capital stock
shall state that the shares are "capital stock" and are not
insured by the STATE OF Maryland [Savings-Share] DEPOSIT
Insurance FUND Corporation or the Federal Savings and Loan
Insurance Corporation.

[9-323. Control.

(a)  "Controlling person" defined.

In this section "controlling person" means an individual or
legal entity, acting directly or indirectly, individually or in
concert with one or more other individuals or legal entities, or
through one or more subsidiaries, who owns, controls, or holds
with power to vote, or holds proxies to vote more than 20 percent
of the voting shares of the capital stock association, or
controls in any manner the election of a majority of the
directors of the capital stock association.

(b)  Control by noncitizen.

A person who is not a citizen of the United States may not
directly or indirectly acquire control of a capital stock
association.

(c)  Control of more than one association.

(1)  A person may not directly or indirectly acquire
control of more than one capital stock association.

(2)  This subsection does not apply to a holding
company of a savings and loan association, the Maryland
Savings-Share Insurance Corporation, or the Federal Savings and
Loan Insurance Corporation.

(d)  Conflict of interest.

(1) A controlling person may engage in a business or
transaction with a capital stock association only if:

(i) A full disclosure of the business or
transaction and the nature of the controlling person's interest
is made to the board of directors of the capital stock

association;

(ii) The transaction is approved in good faith
by the recorded vote of the present and voting disinterested
directors of the association; and

(iii) Any profits of the controlling person are
not at the expense of the capital stock association and do not
prejudice its best interests.