41B. The exclusive remedy for the enforcement by creditors against stockholders of all rights existing under the preceding Section 64, as the same stood prior to the time of the passage of this Act, and which were declared by said section as amended by this Act not to be affected by the terms thereof as herein amended, shall be, as against stockholders residing in the State of Maryland, by bill in equity in the nature of a creditor's bill filed against such stockholders by one or more creditors on behalf of themselves and all other creditors of the corporation who may come in and make themselves parties thereto, in a court having jurisdiction within the limits of the county or city of Baltimore, in which, as the case may be, the principal office of the corporation is situated at the time of the filing of the bill, or in case any such corporation has, by reason of having been placed in the hands of a receiver, or from any other cause, ceased to have any principal office at the time of the filing of the bill, then the bill shall be filed in a court having jurisdiction within the limits of the county or the city of Baltimore in which, as the case may be, the said corporation had its last principal place of business; and to any such bill stockholders residing beyond the limits of the State of Maryland may become parties defendant, and upon so becoming parties shall not be proceeded against in any other State or Territory or in the District of Columbia, in respect of any liability imposed by the said Section 64, as said section stood before the repeal thereof, and which existed at the time of the passage of this Act herein before referred to. This section shall become operative as of July 1, 1907, and shall cause the abatement of all actions at law which shall have been brought against said stockholders since that date to enforce any liability created by Section 64, as said section stood before the repeal thereof, and which existed at the time of the passage of this Act, herein before referred to; provided, however, that as to any plaintiff or plaintiffs in any of said abated suits, who shall, within sixty days from the passage of this Act, become a party or parties to a bill in equity of the character mentioned in this section, then, as regards the operation of the Statute of Limitations upon the claims so sued on, the time elapsed between the institution of said abated suits and the time of such plaintiff or plaintiffs becoming a party or parties to said bill in

equity, shall be included in ascertaining the period within which suits are required to be brought by the said Statute of Limitations, the costs taxable to any plaintiff or plaintiffs in any action at law which shall be abated under the privisions of this section, the plaintiff or plaintiffs in which action shall become a party or parties to a bill in equity under the provisions of this section, shall become a part of the costs taxable in the proceedings in said equity case.

Lost Certificates.

42. The directors of a corporation may, unless otherwise provided in the by-laws, determine the conditions upon which a new certificate of stock may be issued in place of a certifi cate which is alleged to have been lost or destroyed. They may, in their discretion, require the owner of such certificate or his legal representative to give bond, with sufficient surety, to the corporation to indemnify it against any loss or claim which may arise by reason of the issue of a certificate in the place of the missing one.

Execution or Attachment of Shares.

43. The interest which any defendant in a judgment or decree rendered by a Court of Law or Equity, or in any proceeding by attachment, has on the books thereof in the capital stock of a corporation of this State, or of any National Bank located therein, shall be liable to execution or attachment, and the proceedings thereon shall be as follows: the sheriff or other execution officer charged with the execution of the writ shall leave at the principal office of the corporation a notice in writing that he has seized the stock of the defendant (naming him and the purpose for which he has seized the same), and shall retain a copy of such notice and return it with the writ, the precise time of service being endorsed thereon. Upon receipt of such notice, the president or officer of the corporation to whom the same shall have been delivered, shall state in writing to the sheriff or other execution officer, the number of shares of stock standing in the name of the defendant at the time of such notice; and if the president or other corporate officer shall refuse or neglect for twenty-four hours to deliver such statement, the sheriff or other execution officer shall certify the fact to the Court to which the writ is returnable, or

to any judge thereof; and the said judge or court may order an attachment for contempt against such president or other corporate officer, and may compel him to answer under oath on oral examination, as to the number of shares of stock in the name of such defendant at the time of service of such notice, and may compel the production of the books of the corporation, and also fine the president or other officer for not giving the required statement. When the sheriff or other execution officer has ascertained the number of shares of stock standing in the name of the defendant he shall make a schedule thereof, or of so much thereof as will be amply sufficient to secure the debt and costs, and shall give notice to the corporation that the shares not included in this schedule are released. Thereupon such proceedings shall be had under the writ of execution or attachment as if the shares so seized were real estate; and they shall be transferred to the purchaser on the books of the corporation by such sheriff or other execution officer, or by such person as shall be named by the court to which said writ is returnable. It shall be the duty of the corporation to issue to the purchaser at the sale made by the sheriff or other execution officer a certificate for such shares, but such certificate and all renewals and substitutions therefor shall have stamped thereon the statement that they are issued under and subject to the provisions of this Article, and if such be the fact, that the original certificate is outstanding.

44. If any corporation shall refuse to permit any transfer or to issue a new certificate as authorized to be made and issued by the preceding section, the Court to which the writ is returnable or any judge thereof in vacation may punish by process of contempt all persons so refusing to permit such transfer or to issue such certificate and the corporation shall be liable for all damages sustained by the purchaser by reason of the refusal to make such transfer and issue such certificate.

45. If the writ of execution or attachment shall be issued by a justice of the peace, the power and authority vested by the two preceding sections in a court or any judge thereof, shall be vested in and exercised by the Court or judge having jurisdiction on appeal from such justice of the peace.

46. No execution or attachment issued or levied upon the shares of any defendant in the capital stock of a corporation standing on its books in his name, shall affect any other interest than such as such defendant actually had in such shares at the time of the delivery to the corporation by the sheriff or other execution officer of the notice required by Section 43 of this Article. Nor shall any such execution or attachment in any way affect the right, title or interest of any bona fide purchaser or pledgee for value without actual notice of such execution or attachment, who shall have received the certificate of stock with a written transfer thereof endorsed thereon (or with a written power of attorney to sell, assign or transfer the same), signed by the person named as stockholder in such certificate. And such purchaser or pledgee shall have power to name any person as attorney to transfer the shares to him on the books of the corporation; and upon and after the production and delivery of the original certificate to the corporation, he shall be entitled to a new certificate for said shares and the rights of a lawful holder thereof.

STOCKHOLDERS' RIGHTS.

Demanding Statement.

47. If any person or persons owning in the aggregate five per cent. of the outstanding capital stock of any corporation of this State (or five per cent. of any class of such stock, if two or more classes have been issued), shall present to the president or treasurer a written request for a statement of its affairs, it shall be his duty to make such a statement under oath, embracing a particular account of its assets and liabilities in detail, and to have the same ready and on file at the principal office of the corporation within twenty days after the presentation of such request. And such statement shall at all times during business hours be open to the inspection of any stockholder, and he shall be entitled to copy the same. And if such president or treasurer to whom such request shall

Art. 23, sec. 46. The above provisions for execution and attachment of shares are somewhat similar to the old law. Article 23, Sections 391 and 401. Morton v. Grafflin, 68 Md. 559. Noble v. Turner, 69 Md. 519. Gemmell v. Davis, 75 Md. 552.

be delivered, shall neglect to file such statement, he shall forfeit and pay to the person presenting the request the sum of fifty dollars for each and every day's delay; and if he shall refuse to permit any stockholder to inspect such statement and copy the same, he shall forfeit and pay to such stockholder the sum of fifty dollars for each and every refusal.

Inspection of Books.

48. The books of every corporation of this State, including such books as show the names of the stockholders thereof, and their places of residence and the number of shares held by them, shall during the usual business hours of every business day be open for the inspection of any person or persons holding in the aggregate five per cent. of the outstanding capital stock, or five per cent. of any class thereof, if two or more classes have been issued, at its principal office in this State; every officer or agent of any such corporation who shall refuse to exhibit the same, shall be guilty of a misdemeanor, and the corporation shall forfeit and pay to the stockholder demanding such inspection the sum of fifty dollars for every such refusal.

DUTIES AND LIABILITIES OF DIRECTORS.

Accounts and Statements.

49. The directors, managers and trustees of every corporation of this State shall keep full and fair accounts of their transactions; and they shall annually prepare a full and true statement of the affairs of the corporation, which shall be submitted at the annual meeting of the stockholders or members.

Liability of Directors and Officers.

50. First: If the trustees, managers or directors of any such corporation shall declare and pay any dividend when the corporation is insolvent, or any dividend, the payment of which would render it insolvent, or would diminish the amount of

Art. 23, Sec. 48-It has been held in New York that a statute of this character does not deprive any stockholder of his common law right to inspect the books of his corporation at a proper time and place, and for a proper purpose. In re Steinway, 159 N. Y. 250.