Ch. 594                                    1994 LAWS OF MARYLAND

SECTION 2. AND BE IT FURTHER ENACTED, That this Act shall take effect
October 1, 1994.

Approved May 26, 1994.

CHAPTER 594
(House Bill 772)

AN ACT concerning

Corporation's - Stockholder Voting Rights - Proxies

FOR the purpose of altering the manner in which a stockholder may authorize another
person to act as proxy for the stockholder; providing that a copy, facsimile
telecommunication, or other reliable reproduction of a writing or transmission
authorizing another person to act as proxy for a stockholder may be substituted for
the original writing or transmission; providing that proxies are revocable unless the
proxy states that it is irrevocable and is coupled with an interest; making stylistic
changes; and generally relating to stockholder voting rights and proxies.

BY repealing and reenacting, with amendments,
Article - Corporations and Associations
Section 2-507

Annotated Code of Maryland
(1993 Replacement Volume and 1993 Supplement)

SECTION 1. BE IT ENACTED BY THE GENERAL ASSEMBLY OF
MARYLAND, That the Laws of Maryland read as follows:

Article - Corporations and Associations

2-507.

(a)     Unless the charter provides for a greater or lesser number of votes per share
or limits or denies voting rights, each outstanding share of stock, regardless of class, is
entitled to one vote on each matter submitted to a vote at a meeting of stockholders.
However, a share is not entitled to be voted if any installment payable on it is overdue and
unpaid.

(b)     (1) A stockholder may vote the stock [he] THE STOCKHOLDER owns of
record either:

(i) In person; or

(ii) By [written] proxy [signed by the stockholder or by his duly
authorized attorney in fact] AS PROVIDED IN SUBSECTION (C) OF THIS SECTION.

(2) Unless a proxy provides otherwise, it is not valid more than 11 months
after its date.

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