HARRY HUGHES, Governor

4089

ASSOCIATIONS, THE DEPARTMENT OF LICENSING AND REGULATION,
TITLE 09, SUBTITLE 05 OF THE CODE OF MARYLAND REGULATIONS.
EXISTING REGULATIONS ARE HEREBY REPEALED TO THE EXTENT OF
ANY INCONSISTENCY.

DSL REGULATIONS

.01 Definitions.

L. Affiliate. In these regulations, an "affiliate"
of an association includes any corporation,
business trust, association, partnership, sole
proprietorship, or other similar organization or
person of which an association or any controlling
person of an association directly or indirectly,
owns or controls either a majority of the voting
shares or controls in any manner the election of a
majority of its directors, trustees, partners or
other persons exercising similar functions; or
otherwise controls the management of such
organization.

M. Parent. In these   regulations, "parent" means a

holding company    or any company or other entity

which directly or   indirectly controls any other

company, or other   entity.

N. Subsidiary. In these regulations, "subsidiary"
means any company or other entity which is
directly or indirectly controlled by any other
company or entity.

.43 Transaction Involving Directors, Officers and Controlling
Persons.

A.  Directors and officers and controlling persons as
defined in Financial Institutions § 9-323 occupy a
fiduciary relationship to their association and
depositors, and a director, officer or controlling
person may not engage or participate, directly or
indirectly, in any business or transaction
conducted on behalf of or involving the
association or any of its parents, subsidiaries or
affiliates, which would result in a conflict of
his own personal interests with those of the
association.

B.  The following restrictions governing the conduct
of directors, officers and controlling persons are
imposed, but the restrictions are not intended to
be all-inclusive and are not to be construed as
excusing these persons from the observance of the
general fiduciary duty owed to the association and
its depositors: