reglab/housing_qa huggingface dataset:
MD. Corporations and Associations Code Ann. §  12-402 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 12 - Statutory Trusts|Subtitle 4 - Trustees; Powers; Liabilities|Section 12-402 - Trustee Liability; Restrictions on Liability Expansion or Limitations in Governing Instrument

    (a)    Subject to the provisions of subsections (d) and (e) of this section, and except as provided in the governing instrument of a statutory trust, a trustee, when acting in such capacity, is not personally liable to any person other than the statutory trust or a beneficial owner for any act, omission, or obligation of the statutory trust or any trustee.    (b)    Subject to subsection (c) of this section, a trustee shall perform the trustee’s duties as a trustee, including the duties as a member of a committee of the trustees on which the trustee serves:        (1)    In good faith;        (2)    In a manner that the trustee reasonably believes to be in the best interests of the statutory trust; and        (3)    With the care that an ordinarily prudent person in a like position would use under similar circumstances.    (c)    The governing instrument of a statutory trust may include a provision expanding or limiting the duties of a trustee set forth in subsection (b) of this section, provided that the governing instrument may not eliminate the duty to act in good faith.    (d)    (1)    A trustee who performs the duties of a trustee in accordance with the standard provided under subsection (b) of this section, as may be expanded or limited in the governing instrument in accordance with subsection (c) of this section, has no liability by reason of being or having been a trustee of the statutory trust.        (2)    A trustee shall have no duties other than as set forth in subsection (b) of this section, as expanded or limited in the governing instrument in accordance with subsection (c) of this section.    (3)    The governing instrument of a statutory trust may include a provision expanding or limiting the liability of its trustees and officers to the statutory trust or its beneficial owners, provided that the governing instrument may not limit the liability of its trustees and officers to any extent greater than that permitted by Title 2, Subtitle 4 of this article in connection with the limitation of liability of directors and officers of a Maryland corporation.    (e)    No creditor of a trustee shall have any right to obtain possession of, or otherwise exercise any legal or equitable remedy with respect to, any property of the statutory trust with respect to any claim against, or obligation of, the trustee in the trustee’s individual capacity.
MD. Corporations and Associations Code Ann. §  12-403 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 12 - Statutory Trusts|Subtitle 4 - Trustees; Powers; Liabilities|Section 12-403 - Indemnification

    (a)    Except as provided in its governing instrument, a statutory trust shall have the power to:        (1)    Indemnify and hold harmless, and to obligate itself to indemnify and hold harmless, any trustee, officer, employee, or agent from and against any and all claims and demands whatsoever; and        (2)    Pay or reimburse in advance of final disposition of a proceeding, as defined in § 2–418 of this article, reasonable expenses incurred in connection with the proceeding.    (b)    Except as provided in the governing instrument of a statutory trust, a trustee shall be indemnified to the same extent as a director of a corporation under § 2–418 of this article.
MD. Corporations and Associations Code Ann. §  12-404 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 12 - Statutory Trusts|Subtitle 4 - Trustees; Powers; Liabilities|Section 12-404 - Meetings; Actions; Consent; Affirmative Vote

    (a)    Except as provided in the governing instrument of a statutory trust:        (1)    Meetings of trustees may be held at any place or by conference telephone or in any other manner by which all persons participating in the meeting as trustees may hear each other; and        (2)    Participation in a meeting in accordance with item (1) of this subsection shall constitute presence in person at the meeting.    (b)    Except as provided in the governing instrument of a statutory trust, on any matter that is to be voted on by the trustees:        (1)    The trustees may take action on the matter without a meeting, without prior notice, and without a vote if a consent or consents in writing, setting forth the action taken, is signed by the trustees having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all trustees entitled to vote on the matter were present and voted; and        (2)    A trustee may vote:            (i)    In person; or            (ii)    By proxy granted in writing, by means of telephonic or electronic transmission, or as otherwise permitted by applicable law.    (c)    Except as provided in the governing instrument of a statutory trust, a consent transmitted by electronic transmission by a trustee or by a person authorized to act for a trustee shall be deemed to be written and signed for purposes of this section.    (d)    Except as provided in the governing instrument of a statutory trust, any act requiring the approval of the trustees shall be approved by the affirmative vote of a majority of the trustees.
MD. Corporations and Associations Code Ann. §  12-405 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 12 - Statutory Trusts|Subtitle 4 - Trustees; Powers; Liabilities|Section 12-405 - Investment Company

    (a)    This section applies to a statutory trust that is an investment company, as defined by the Investment Company Act of 1940.    (b)    A trustee of a statutory trust who with respect to the statutory trust is not an interested person, as defined by the Investment Company Act of 1940, shall be deemed to be independent and disinterested when making a determination or taking any action as a trustee.
MD. Corporations and Associations Code Ann. §  12-501 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 12 - Statutory Trusts|Subtitle 5 - Legal Proceedings|Section 12-501 - Service of Process; Jurisdiction; Attachment; Seizure of Certain Assets

    (a)    Service of process on a statutory trust may be effected in the same manner as service of process on a Maryland corporation.    (b)    In the governing instrument of a statutory trust or other writing, a trustee, beneficial owner, or other person may consent to be:        (1)    Subject to:            (i)    The nonexclusive jurisdiction of the courts of, or arbitration in, a specified jurisdiction;            (ii)    The exclusive jurisdiction of the courts of the State; or            (iii)    The exclusivity of arbitration in a specified jurisdiction or the State; and        (2)    Served with legal process in the manner prescribed in the governing instrument of the statutory trust or other writing.    (c)    The property of a statutory trust is subject to attachment and execution as if the statutory trust was a corporation.    (d)    Notwithstanding the provisions of this section, if the governing instrument of a statutory trust, including the governing instrument of a statutory trust which is a registered investment company under the Investment Company Act of 1940, creates one or more series or classes as provided in § 12–207(b) of this title, and if separate and distinct records are maintained for any such series or class and the assets associated with any such series or class are held and accounted for separately from the other assets of the statutory trust, or any other series or class, and if the governing instrument so provides, and notice of the limitation on liabilities of a series or class as referenced in this subsection is set forth in the certificate of trust of the statutory trust, then:        (1)    The debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular series or class shall be enforceable against the assets of that series or class only, and not against the assets of the statutory trust generally or any other series or class; and        (2)    Unless otherwise provided in the governing instrument, none of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the statutory trust generally or any other series or class shall be enforceable against the assets of that series or class.
MD. Corporations and Associations Code Ann. §  12-601 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 12 - Statutory Trusts|Subtitle 6 - Merger or Consolidation|Section 12-601 - Authorization

    Except as provided in its governing instrument, a statutory trust may merge or consolidate with or into one or more statutory trusts, other business entities, or foreign business entities.
MD. Corporations and Associations Code Ann. §  12-602 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 12 - Statutory Trusts|Subtitle 6 - Merger or Consolidation|Section 12-602 - Approval

    (a)    Except as provided in the governing instrument of a statutory trust, a merger or consolidation shall be approved by each statutory trust which is to merge or consolidate by a majority of the trustees and by the beneficial owners by the affirmative vote of two–thirds of all the votes entitled to be cast on the matter.    (b)    Except as provided in its governing instrument, a merger in which a statutory trust is the successor requires only the approval of a majority of the trustees if:        (1)    The merger does not reclassify or change its outstanding beneficial interests or otherwise amend its governing instrument in any manner requiring a vote of the beneficial owners; and        (2)    The number of beneficial interests to be issued or delivered in the merger is not more than 20 percent of the number of its beneficial interests of the same class or series outstanding immediately before the merger becomes effective.    (c)    The merger or consolidation shall be approved by any other business entity or foreign business entity party to the merger or consolidation in the manner required by the charter, declaration of trust, partnership agreement, or other organization document of the entity and the laws of the jurisdiction where the entity is organized.
MD. Corporations and Associations Code Ann. §  12-603 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 12 - Statutory Trusts|Subtitle 6 - Merger or Consolidation|Section 12-603 - Exchange of Securities; Termination or Amendment of Merger

    (a)    In or in connection with a merger or consolidation, beneficial interests or other rights or securities of, or interests in, a statutory trust, other business entity, or foreign business entity which is a party to the merger or consolidation may be exchanged for or converted into cash, property, rights, or securities of, or interests in, the successor or any other business entity or foreign business entity, whether or not a party to the transaction.    (b)    Notwithstanding approval by the trustees or beneficial owners, an agreement of merger or consolidation may be terminated or amended at any time prior to the effective time of the merger or consolidation:        (1)    By agreement of the parties to the merger or consolidation; or        (2)    Under a provision for the termination or amendment of the merger or consolidation contained in the agreement of merger or consolidation.
MD. Corporations and Associations Code Ann. §  12-604 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 12 - Statutory Trusts|Subtitle 6 - Merger or Consolidation|Section 12-604 - Articles of Merger -- Filing

    Articles of merger or consolidation shall be filed for record with the Department.
MD. Corporations and Associations Code Ann. §  12-605 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 12 - Statutory Trusts|Subtitle 6 - Merger or Consolidation|Section 12-605 - Articles of Merger or Consolidation -- Contents

    Articles of merger or consolidation shall state:        (1)    The name and jurisdiction of formation or organization of each statutory trust or other business entity which is to merge or consolidate and as to each foreign business entity, the date of its formation, and whether it is registered or qualified to do business in the State;        (2)    The name of the successor;        (3)    Each county in the State where each entity party to the articles of merger or consolidation has its principal office and any of the parties other than the successor owns an interest in land;        (4)    If the successor is a foreign business entity, the location of its principal office in the jurisdiction in which it is organized and the name and address of its resident agent in the State;        (5)    That the merger or consolidation has been approved by each statutory trust, other business entity, or foreign business entity that is to merge or consolidate in the manner required by its governing instrument or certificate of trust and by the laws of the place where it is organized;        (6)    Any amendment to the certificate of trust of the successor to be effected as part of the merger or consolidation;        (7)    (i)    The manner and basis of converting or exchanging issued beneficial interests or other ownership interests of each merging or consolidating statutory trust, other business entity, or foreign business entity into:                1.    Different beneficial interests or other ownership interests of a statutory trust, another business entity, or foreign business entity; or                2.    Any other consideration; and            (ii)    The treatment of any beneficial interests or other ownership interests of each merging or consolidating statutory trust, other business entity, or foreign business entity not being converted or exchanged; and        (8)    The future effective time, which shall be a time certain, of the merger or consolidation if it is not to be effective on the acceptance for record by the Department of the articles of merger or consolidation.
MD. Corporations and Associations Code Ann. §  12-606 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 12 - Statutory Trusts|Subtitle 6 - Merger or Consolidation|Section 12-606 - Effective Date

    Unless a future effective time is provided in articles of merger or consolidation, in which event a merger or consolidation shall be effective at the future effective time, a merger or consolidation shall be effective on the acceptance for record by the Department of articles of merger or consolidation.
MD. Corporations and Associations Code Ann. §  12-607 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 12 - Statutory Trusts|Subtitle 6 - Merger or Consolidation|Section 12-607 - Governing Instrument

    (a)    Notwithstanding anything to the contrary contained in its governing instrument, the governing instrument of a statutory trust containing a specific reference to this section may provide that an agreement of merger or consolidation approved in accordance with this subtitle may:        (1)    Effect any amendment to the governing instrument of the statutory trust; or        (2)    Effect the adoption of a new governing instrument of the statutory trust if it is the successor trust in the merger or consolidation.    (b)    Any amendment to the governing instrument of a statutory trust or adoption of a new governing instrument of a statutory trust made under this section shall be effective at the effective time of the merger or consolidation.    (c)    The provisions of this section may not be construed to limit the accomplishment of a merger or consolidation or of any of the matters referred to in this section by any other means provided for in the governing instrument of a statutory trust or other agreement or as otherwise permitted by law, including that the governing instrument of any constituent statutory trust to the merger or consolidation shall be the governing instrument of the successor trust.
MD. Corporations and Associations Code Ann. §  12-608 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 12 - Statutory Trusts|Subtitle 6 - Merger or Consolidation|Section 12-608 - Certificates of Merger or Consolidation

    (a)    The Department shall prepare certificates of merger or consolidation that specify:        (1)    The name of each party to the articles of merger or consolidation;        (2)    The name of the successor and the location of its principal office in the State or, if it has none, its principal place of business; and        (3)    The time the articles of merger or consolidation are accepted for record by the Department.    (b)    In addition to any other provision of law with respect to recording, the Department shall send one certificate each to the clerk of the circuit court for each county where the articles show that a merging or consolidating statutory trust, corporation, partnership, limited partnership, or limited liability company other than the successor owns an interest in land.    (c)    On receipt of a certificate, a clerk promptly shall record it with the land records.
MD. Corporations and Associations Code Ann. §  12-609 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 12 - Statutory Trusts|Subtitle 6 - Merger or Consolidation|Section 12-609 - Property Certificates

    (a)    In order to keep the land assessment records current in each county, the Department shall require a statutory trust, corporation, partnership, limited partnership, or limited liability company to submit with the articles of merger or consolidation a property certificate for each county where a merging or consolidating statutory trust, corporation, partnership, limited partnership, or limited liability company other than the successor owns an interest in land.    (b)    A property certificate is not required with respect to any property in which the only interest owned by the merging or consolidating statutory trust, corporation, partnership, limited partnership, or limited liability company is a security interest.    (c)    The property certificate shall be in the form and number of copies which the Department requires and may include the certificate of the Department required by subsection (a) of this section.    (d)    (1)    The property certificate shall provide a deed reference or other description sufficient to identify the property.        (2)    The Department shall indicate on the certificate the time the articles of merger or consolidation are accepted for record and send a copy of it to the chief assessor of the county where the property is located.    (e)    A transfer, vesting, or devolution of title to the property is not invalidated or otherwise affected by any error or defect in the property certificate, failure to file it, or failure by the Department to act on it.
MD. Corporations and Associations Code Ann. §  12-610 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 12 - Statutory Trusts|Subtitle 6 - Merger or Consolidation|Section 12-610 - Consummation of Merger or Consolidation

    (a)    Consummation of a merger or consolidation has the effects provided in this section.    (b)    The separate existence of each statutory trust, other business entity or foreign business entity party to the articles of merger or consolidation, except the successor, ceases.    (c)    The beneficial interests of each statutory trust party to the articles of merger or consolidation which are to be converted or exchanged under the terms of the articles of merger or consolidation cease to exist, subject to the rights of an objecting beneficial owner under the governing instrument or agreement of merger or consolidation.    (d)    In addition to any other purposes and powers set forth in the articles of merger or consolidation, if the articles of merger or consolidation provide, the successor has the purposes and powers of each party to the articles of merger or consolidation.    (e)    (1)    The assets of each party to the articles of merger or consolidation, including any legacies which it would have been capable of taking, transfer to, vest in, and devolve on the successor without further act or deed.        (2)    Confirmatory deeds, assignments, or similar instruments to evidence the transfer may be executed and delivered at any time in the name of the transferring party to the articles of merger or consolidation by its last acting officers or trustees or by the appropriate officers or trustees of the successor.    (f)    (1)    (i)    The successor is liable for all the debts and obligations of each nonsurviving party to the articles of merger or consolidation.            (ii)    An existing claim, action, or proceeding pending by or against any nonsurviving party to the articles of merger or consolidation may be prosecuted to judgment as if the merger or consolidation had not taken place, or, on motion of the successor or any party, the successor may be substituted as a party and the judgment against the nonsurviving party to the articles of merger or consolidation constitutes a lien on the property of the successor.        (2)    A merger or consolidation does not impair the rights of creditors or any liens on the property of any statutory trust, other business entity, or foreign business entity party to the articles of merger or consolidation.
MD. Corporations and Associations Code Ann. §  12-701 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 12 - Statutory Trusts|Subtitle 7 - Fees|Section 12-701 - Authorized

    Fees for documents filed or requested under this title shall be as provided for in § 1-203 of this article.