2013 Maryland Code
CORPORATIONS AND ASSOCIATIONS
§ 2-509 - Voting of stock held by corporation
§2-509.
(a) Stock registered in the name of a corporation, if entitled to be voted, may be voted by the president, a vice president, or a proxy appointed by either of them, unless another person appointed to vote the stock under a bylaw or a resolution of the board of directors presents a certified copy of the bylaw or resolution, in which case he may vote the stock.
(b) (1) Shares of a corporation’s own stock owned directly or indirectly by it may not be voted at any meeting and may not be counted in determining the total number of outstanding shares entitled to be voted at any given time unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.
(2) Shares of its own stock are considered owned indirectly by the corporation if owned by another corporation in which the corporation owns shares entitled to cast a majority of all the votes entitled to be cast by all shares outstanding and entitled to vote.
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