WILLIAM DONALD SCHAEFER, Governor                        H.B. 1297

(A)     (1) A PROCEEDING UNDER § 5-114(C) OR (D) OF THIS SUBTITLE TO
DETERMINE THE FAIR VALUE OF STOCK SHALL BE FILED IN THE CIRCUIT COURT
FOR THE COUNTY WHERE THE CORPORATION'S PRINCIPAL OFFICE OR REGISTERED
OFFICE IS LOCATED.

(2)      THE CORPORATION SHALL MAKE THE DISQUALIFIED
STOCKHOLDER A PARTY TO THE PROCEEDING AS IN AN ACTION AGAINST THE
STOCKHOLDER'S STOCK.

(3)      THE JURISDICTION OF THE COURT IN WHICH THE PROCEEDING IS
FILED IS PLENARY AND EXCLUSIVE.

(B)      (1) THE COURT MAY APPOINT ONE OR MORE PERSONS AS APPRAISERS
TO RECEIVE EVIDENCE AND MAKE RECOMMENDATIONS ON THE QUESTION OF FAIR

VALUE.

(2) THE APPRAISERS UNDER PARAGRAPH (1) OF THIS SUBSECTION
HAVE THE POWERS DESCRIBED IN THE ORDER APPOINTING THEM.

(C)      THE DISQUALIFIED STOCKHOLDER IS ENTITLED TO JUDGMENT FOR THE
FAIR VALUE OF HIS STOCK DETERMINED BY THE COURT AS OF THE DATE OF
DEATH, DISQUALIFICATION, OR TRANSFER, TOGETHER WITH INTEREST FROM THAT
DATE AT A RATE FOUND BY THE COURT TO BE FAIR AND EQUITABLE.

(D)     THE COURT MAY ORDER THE JUDGMENT TO BE PAID IN INSTALLMENTS.
5-116.

(A)     (1) IN AN APPRAISAL PROCEEDING COMMENCED UNDER § 5-115 OF THIS
SUBTITLE, THE COURT SHALL DETERMINE ALL COSTS OF THE PROCEEDING,
INCLUDING THE REASONABLE COMPENSATION AND EXPENSES OF APPRAISERS
APPOINTED BY THE COURT, AND SHALL ASSESS THE COSTS AGAINST THE
PROFESSIONAL CORPORATION.

(2) THE COURT MAY ASSESS COSTS AGAINST THE DISQUALIFIED
STOCKHOLDER, IN AN AMOUNT THE COURT FINDS EQUITABLE, IF THE COURT FINDS
THAT THE STOCKHOLDER ACTED ARBITRARILY OR IN BAD FAITH IN REFUSING TO
ACCEPT THE CORPORATION'S OFFER.

(B)      THE COURT MAY ASSESS THE FEES AND EXPENSES OF COUNSEL AND
EXPERTS FOR THE DISQUALIFIED STOCKHOLDER AGAINST THE CORPORATION AND
IN FAVOR OF THE DISQUALIFIED STOCKHOLDER IF THE COURT FINDS THAT THE
FAIR VALUE OF THE STOCK SUBSTANTIALLY EXCEEDED THE AMOUNT OFFERED BY
THE CORPORATION OR THAT THE CORPORATION DID NOT MAKE AN OFFER.

5-117.

(A)     A MAJORITY OF THE DIRECTORS AND ALL OF THE OFFICERS OF A
PROFESSIONAL CORPORATION, EXCEPT THE SECRETARY AND TREASURER, MUST
BE QUALIFIED PERSONS WITH RESPECT TO THE CORPORATION.

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

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