WILLIAM DONALD SCHAEFER, Governor                            Ch. 413

(B) WHETHER OR NOT ORGANIZED AS A CLOSE CORPORATION UNDER TITLE
4 OF THIS ARTICLE:

(1)      THE NUMBER OF DIRECTORS IN A PROFESSIONAL CORPORATION
MAY BE LESS THAN 3;

(2)      THE OFFICERS OF A PROFESSIONAL CORPORATION MAY BE LIMITED
TO PRESIDENT, TREASURER, AND SECRETARY AND AN INDIVIDUAL MAY HOLD
MORE THAN ONE OFFICE; AND

(3)      NOTWITHSTANDING ANY OTHER PROVISION OF LAW, AN
INDIVIDUAL WHO HOLDS MORE THAN ONE OFFICE IN A PROFESSIONAL
CORPORATION MAY ACT IN MORE THAN ONE CAPACITY TO EXECUTE,
ACKNOWLEDGE, OR VERIFY ANY INSTRUMENT REQUIRED TO BE EXECUTED,
ACKNOWLEDGED, OR VERIFIED BY MORE THAN ONE OFFICER.

5-118.

(A)     ONLY A QUALIFIED PERSON MAY BE APPOINTED A PROXY TO VOTE
STOCK OF A PROFESSIONAL CORPORATION.

(B)      A VOTING TRUST WITH RESPECT TO STOCK OF A PROFESSIONAL
CORPORATION IS NOT VALID UNLESS ALL OF THE TRUSTEES OF THE TRUST ARE
STOCKHOLDERS OF THE PROFESSIONAL CORPORATION.

(C)      STOCK IN A PROFESSIONAL CORPORATION MAY NOT BE TRANSFERRED
INTO A TRUST, UNLESS:

(1)      ALL SETTLORS OF THE TRUST REMAIN STOCKHOLDERS OF THE
PROFESSIONAL CORPORATION FOR THE DURATION OF THE TRUST; AND

(2)      ALL TRUSTEES OF THE TRUST ARE INDIVIDUALS LICENSED IN THE
STATE TO RENDER THE PROFESSIONAL SERVICE NAMED IN THE PROFESSIONAL
CORPORATION'S ARTICLES OF INCORPORATION.

(D)     (1) IF A SETTLOR OF STOCK IN A PROFESSIONAL CORPORATION IN A
TRUST CEASES TO BE A STOCKHOLDER IN THE CORPORATION, THE SETTLOR SHALL
BE A DISQUALIFIED STOCKHOLDER AND THE CORPORATION SHALL ACQUIRE THE
STOCK HELD BY THE TRUST.

(2) AN ACQUISITION OF STOCK UNDER PARAGRAPH (1) OF THIS
SUBSECTION SHALL BE MADE UNDER §§ 15-113 THROUGH 15-115 OF THIS SUBTITLE.

5-119.

(A) THE RELATIONSHIP BETWEEN AN INDIVIDUAL RENDERING
PROFESSIONAL SERVICES AS AN EMPLOYEE OF A DOMESTIC OR FOREIGN
PROFESSIONAL CORPORATION AND THE CLIENT OR PATIENT OF THE INDIVIDUAL IS
THE SAME AS IF THE INDIVIDUAL WERE RENDERING THE SERVICES AS A SOLE
PRACTITIONER.

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