reglab/housing_qa huggingface dataset:
MD. Corporations and Associations Code Ann. §  5-117 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 5 - Special Types of Corporations|Subtitle 1 - Professional Service Corporations|Section 5-117 - Directors and Officers

    (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:        (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.
MD. Corporations and Associations Code Ann. §  5-118 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 5 - Special Types of Corporations|Subtitle 1 - Professional Service Corporations|Section 5-118 - Proxy; Voting Trusts

    (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 §§ 5–113 through 5–115 of this subtitle.
MD. Corporations and Associations Code Ann. §  5-119 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 5 - Special Types of Corporations|Subtitle 1 - Professional Service Corporations|Section 5-119 - Relationship With Client or Patient

    (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.
MD. Corporations and Associations Code Ann. §  5-120 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 5 - Special Types of Corporations|Subtitle 1 - Professional Service Corporations|Section 5-120 - Privileged Communications

    (a)    A privilege applicable to communications between an individual rendering professional services and the person receiving the services recognized under the law of this State is not affected by this subtitle.    (b)    The privilege under this section applies to a domestic or foreign professional corporation and to its employees in all situations in which it applies to communications between an individual rendering professional services on behalf of the corporation and the person receiving the services.
MD. Corporations and Associations Code Ann. §  5-121 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 5 - Special Types of Corporations|Subtitle 1 - Professional Service Corporations|Section 5-121 - Liability for Negligent or Wrongful Act

    (a)    (1)    An individual who renders a professional service in this State as an employee of a domestic or foreign professional corporation is liable for a negligent or wrongful act or omission in which the individual personally participated to the same extent as if the individual rendered the service as a sole practitioner.        (2)    An employee of a domestic or foreign professional corporation is not liable for a negligent or wrongful act or omission of another employee of the corporation unless the employee is negligent in appointing, supervising, or cooperating with the other employee.    (b)    A domestic or foreign professional corporation whose employees perform professional services within the scope of their employment or within the scope of the employees’ apparent authority to act for the corporation is liable to the same extent as its employees.    (c)    The personal liability of a stockholder of a domestic or foreign professional corporation is no greater in any respect than the liability of a stockholder of a corporation incorporated under the Maryland General Corporation Law.
MD. Corporations and Associations Code Ann. §  5-122 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 5 - Special Types of Corporations|Subtitle 1 - Professional Service Corporations|Section 5-122 - Merger

    (a)    If all the stockholders of merging corporations are qualified to be stockholders of the surviving corporation, a professional corporation may merge with another domestic or foreign professional corporation or with a domestic or foreign business corporation.    (b)    If the surviving corporation is to render professional services in this State, it must comply with the provisions of this subtitle.
MD. Corporations and Associations Code Ann. §  5-123 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 5 - Special Types of Corporations|Subtitle 1 - Professional Service Corporations|Section 5-123 - Cessation in Rendering Professional Services

    (a)    If a professional corporation ceases to render professional services, it shall amend its articles of incorporation to:        (1)    Delete references to rendering professional services; and        (2)    Conform the name of the corporation to the requirements of Title 1, Subtitle 5 of this article.    (b)    After the amendment under subsection (a) of this section becomes effective, the corporation may continue in existence as a business corporation under Title 2 of this article and is no longer subject to this subtitle.    (c)    An amendment under subsection (a) of this section does not affect the liability of the professional corporation, its employees, or stockholders for a transaction, occurrence, or act that occurred while the corporation was subject to this subtitle.
MD. Corporations and Associations Code Ann. §  5-124 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 5 - Special Types of Corporations|Subtitle 1 - Professional Service Corporations|Section 5-124 - Proceeding to Dissolve Professional Corporation

    The Attorney General may commence a proceeding under § 3-513 of this article to dissolve a professional corporation if:         (1)    The Department or a licensing unit with jurisdiction over a professional service described in the corporation’s articles of incorporation serves written notice on the corporation that it has violated or is violating a provision of this subtitle;        (2)    The corporation does not, within 60 days after service of the notice, correct the alleged violation or demonstrate to the Department or licensing authority that the violation has not occurred; and        (3)    The Department or licensing unit certifies to the Attorney General:            (i)    A description of the violation;            (ii)    That it notified the corporation of the violation; and            (iii)    That within 60 days after service of notice, the corporation did not correct the violation or demonstrate that it did not occur.
MD. Corporations and Associations Code Ann. §  5-125 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 5 - Special Types of Corporations|Subtitle 1 - Professional Service Corporations|Section 5-125 - Foreign Professional Corporation

    (a)    Except as provided in subsection (c) of this section, a foreign professional corporation may not transact business in the State until it obtains a certificate of authority from the Department.    (b)    A foreign professional corporation may obtain a certificate of authority if:        (1)    Unless the licensing unit approves the use of a different name, the name of the corporation satisfies the requirements of §§ 5-106 through 5-108 of this subtitle and the name is the same as the corporate name contained in the articles of incorporation;        (2)    The corporation is incorporated for one or more of the purposes described in § 5-103 of this subtitle; and        (3)    All of the stockholders, a majority of the directors, and all of the officers of the corporation, other than the secretary and treasurer, are licensed in one or more states to render a professional service described in the articles of incorporation.    (c)    (1)    A foreign professional corporation is not required to obtain a certificate of authority to transact business in the State unless the corporation would be required to qualify under § 7-203 of this article if it were a business corporation.        (2)    In the event that a certificate of authority is not required under paragraph (1) of this subsection, a foreign professional corporation must register with the Department under § 7-202 of this article.
MD. Corporations and Associations Code Ann. §  5-126 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 5 - Special Types of Corporations|Subtitle 1 - Professional Service Corporations|Section 5-126 - Foreign Professional Corporation -- Required Information

    An application of a foreign professional corporation for a certificate of authority to render professional services in the State shall contain the information required under Title 1, Subtitle 5 of this article and, in addition, shall include a statement that all of the stockholders, a majority of the directors, and all of the officers of the corporation, other than the secretary and treasurer, are licensed in one or more states to render a professional service described in the corporation’s articles of incorporation.
MD. Corporations and Associations Code Ann. §  5-127 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 5 - Special Types of Corporations|Subtitle 1 - Professional Service Corporations|Section 5-127 - Foreign Professional Corporation -- Revocation of Certificate

    The Department may revoke the certificate of authority of a foreign professional corporation authorized to transact business in the State if a licensing unit with jurisdiction over a professional service described in the corporation’s articles of incorporation certifies to the Department that the corporation has violated or is violating a provision of this subtitle and describes the violation.
MD. Corporations and Associations Code Ann. §  5-128 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 5 - Special Types of Corporations|Subtitle 1 - Professional Service Corporations|Section 5-128 - Adoption of Regulations

    A licensing unit may adopt regulations to administer this subtitle.
MD. Corporations and Associations Code Ann. §  5-129 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 5 - Special Types of Corporations|Subtitle 1 - Professional Service Corporations|Section 5-129 - Jurisdiction Not Restricted; Effect on Standards of Professional Conduct

    This subtitle does not restrict the jurisdiction of a licensing unit over individuals rendering a professional service within the jurisdiction of the licensing unit and does not affect the interpretation or application of any law pertaining to standards of professional conduct.
MD. Corporations and Associations Code Ann. §  5-130 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 5 - Special Types of Corporations|Subtitle 1 - Professional Service Corporations|Section 5-130 - Repeal of Statute by Enactment

    (a)    Except as provided in subsection (b) of this section, the repeal of a statute by enactment of this subtitle does not affect:        (1)    The operation of the statute or any action taken under it before the statute’s repeal;        (2)    A ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred after the statute’s repeal;        (3)    Any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal; or        (4)    Any proceeding, reorganization, or dissolution commenced under the statute before its repeal.    (b)    If a penalty or punishment imposed for a violation of a statute repealed by this subtitle is reduced by this subtitle, the penalty or punishment, if not already imposed, shall be imposed in accordance with this subtitle.
MD. Corporations and Associations Code Ann. §  5-131 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 5 - Special Types of Corporations|Subtitle 1 - Professional Service Corporations|Section 5-131 - Severability

    If any provision of this subtitle or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of this subtitle that can be given effect without the invalid provision or application, and to this end, the provisions of this subtitle are severable.
MD. Corporations and Associations Code Ann. §  5-132 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 5 - Special Types of Corporations|Subtitle 1 - Professional Service Corporations|Section 5-132 - Suspension or Revocation of Articles of Incorporation

    A licensing unit may direct the Department to suspend or revoke the articles of incorporation of a professional corporation if:         (1)    All stockholders of the professional corporation have at any one time become disqualified persons;        (2)    The professional corporation knowingly employs or retains in its employment a licensed person who, for any reason, becomes legally disqualified to render the professional service that the professional corporation was organized to render;        (3)    The professional corporation violates any applicable rule or regulation adopted by the licensing unit regulating a profession named in the professional corporation’s articles of incorporation; or        (4)    The professional corporation violates any statute applicable to a professional corporation.
MD. Corporations and Associations Code Ann. §  5-133 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 5 - Special Types of Corporations|Subtitle 1 - Professional Service Corporations|Section 5-133 - Short Title

    This subtitle may be cited as the Maryland Professional Service Corporation Act.
MD. Corporations and Associations Code Ann. §  5-134 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 5 - Special Types of Corporations|Subtitle 1 - Professional Service Corporations|Section 5-134 - Applicability

    The provisions of the Maryland General Corporation Law apply to professional corporations unless:         (1)    The context of the provisions clearly requires otherwise; or        (2)    Specific provisions of this subtitle or other subtitles governing specific classes of corporations provide otherwise.
MD. Corporations and Associations Code Ann. §  5-201 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 5 - Special Types of Corporations|Subtitle 2 - Nonstock Corporations|Section 5-201 - Application of Maryland General Corporation Law

    The provisions of the Maryland General Corporation Law apply to nonstock corporations unless:         (1)    The context of the provisions clearly requires otherwise; or        (2)    Specific provisions of this subtitle or other subtitles governing specific classes of corporations provide otherwise.
MD. Corporations and Associations Code Ann. §  5-202 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 5 - Special Types of Corporations|Subtitle 2 - Nonstock Corporations|Section 5-202 - Provisions in Charter or Bylaws

    (a)    The charter of each nonstock corporation formed after June 1, 1951, shall provide that the corporation has no authority to issue capital stock.    (b)    Notwithstanding any other provision of this article, the charter or bylaws of a nonstock corporation may:        (1)    Divide the directors or members of the corporation into classes;        (2)    Prescribe the tenure and conditions of service of its directors, but no class of directors may be elected to serve for a period shorter than the interval between annual meetings unless:            (i)    All or a class of directors must be members; and            (ii)    Qualifications for membership have the effect of shortening their tenure of service;        (3)    Prescribe the rights, privileges, and qualifications of its members;        (4)    Prescribe the manner of giving notice of any meeting of its members;        (5)    Provide for the number or proportion of voting members whose presence in person or by proxy constitutes a quorum at any meeting of its members;        (6)    Provide that any action may be taken or authorized by any number or proportion of the votes of all its members or all its directors entitled to vote;        (7)    Deny or limit the right of its members to vote by proxy;        (8)    Provide for the right of members to vote by mail or by electronic transmission on a stated proposal or for the election of directors or any officers who are elected by members;        (9)    Regulate the management of the business and affairs of the corporation; and        (10)    Regulate the exercise or allocation of voting power between or among the directors and members.
MD. Corporations and Associations Code Ann. §  5-203 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 5 - Special Types of Corporations|Subtitle 2 - Nonstock Corporations|Section 5-203 - Calling of Organization Meeting

    Notwithstanding the provisions of Title 2 of this article, the organization meeting of the board of directors named in the charter of a nonstock corporation may be called by either:         (1)    A majority of the incorporators; or        (2)    Not less than one third of the directors named in the charter.
MD. Corporations and Associations Code Ann. §  5-204 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 5 - Special Types of Corporations|Subtitle 2 - Nonstock Corporations|Section 5-204 - Directors as Members

    (a)    For purposes of any law or rule relating to members of a nonstock corporation, the directors of a nonstock corporation, under either of the circumstances described in subsection (b) of this section:        (1)    Also constitute the members of the corporation; and        (2)    When meeting as directors, may exercise the rights and powers of members.    (b)    This section applies if:        (1)    Neither the charter nor the bylaws of the corporation provide for members; or        (2)    The nonstock corporation in fact has no members.
MD. Corporations and Associations Code Ann. §  5-205 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 5 - Special Types of Corporations|Subtitle 2 - Nonstock Corporations|Section 5-205 - When Membership Reduced by Death or Resignation

    (a)    A nonstock corporation is not required to dissolve merely because the death or resignation of a member reduces the actual number of members to less than required by its charter or bylaws.    (b)    As long as there is a remaining member, he may fill vacancies and continue the corporate existence.
MD. Corporations and Associations Code Ann. §  5-206 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 5 - Special Types of Corporations|Subtitle 2 - Nonstock Corporations|Section 5-206 - Insufficient Number of Members Present at Meeting

    (a)    If the number of members present at a properly called meeting of the members of a nonstock corporation is insufficient to approve a proposed action, another meeting of the members may be called for the same purpose if:        (1)    The notice of the meeting stated that the procedure authorized by this section might be invoked; and        (2)    By majority vote, the members present in person or by proxy call for the additional meeting.    (b)    Fifteen days notice of the time, place, and purpose of the additional meeting shall be given by advertisement in a newspaper published in the county where the principal office of the corporation is located. The notice shall contain the quorum and voting provisions of subsection (c) of this section.    (c)    At the additional meeting, the members present in person or by proxy constitute a quorum. A majority of the members present in person or by proxy may approve or authorize the proposed action at the additional meeting and may take any other action which could have been taken at the original meeting if a sufficient number of members had been present.
MD. Corporations and Associations Code Ann. §  5-207 (2021)
2021 Maryland Statutes|Corporations and Associations|Title 5 - Special Types of Corporations|Subtitle 2 - Nonstock Corporations|Section 5-207 - Consolidation, Merger, Transfer of Assets, or Conversion

    (a)    (1)    A nonstock corporation may consolidate or merge only with another nonstock corporation.        (2)    A Maryland nonstock corporation may convert only into a foreign corporation that does not have the authority to issue stock.        (3)    A foreign corporation that does not have the authority to issue stock:            (i)    May convert into a Maryland nonstock corporation; and            (ii)    May not convert into a Maryland corporation that has the authority to issue stock.    (b)    A consolidation, merger, transfer of assets, or conversion of a nonstock corporation shall be effected as provided in Title 3 of this article.    (c)    Notwithstanding § 3–105(e) of this article, a proposed consolidation, merger, transfer of assets, or conversion of a nonstock corporation organized to hold title to property for a labor organization, and for related purposes, shall be approved by the same affirmative vote of the members of the corporation that the constitution or bylaws of the labor organization requires for the same action.