H.B. 1297                                                      VETOES

(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.

(B)      THE RELATIONSHIP BETWEEN A DOMESTIC OR FOREIGN PROFESSIONAL
CORPORATION AND THE CLIENT OR PATIENT FOR WHOM AN EMPLOYEE OF THE
CORPORATION IS RENDERING PROFESSIONAL SERVICES IS THE SAME AS THAT
BETWEEN THE CLIENT OR PATIENT AND THE EMPLOYEE.

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