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the capital stock, they shall be jointly and severally liable to the extent of the dividends so declared and paid for all the debts of the corporation then existing, and also for all that shall thereafter be contracted, while they shall respectively continue in office, even although the whole amount of the capital of said corporation has been paid in. But if any of the trustees, directors or managers of said corporation shall object to declaring such dividend, or to the payment of the same, and shall, at any time before the time fixed for the payment of the same, record a certificate of their objection in writing with the clerk of the Court in which the certificate of incorporation is recorded, they shall be exempt from the liability imposed hereby. Second: No loan of money shall be made by any corporation to any stockholder or director therein and if any such loan shall be made, the officer or officers or directors who shall make it or assent thereto shall be jointly and severally liable for all the debts of said corporation to the extent of the loss that may result from such loan; but this paragraph second shall not apply to any building or homestead association, or any corporation whose principal business under its charter is to loan money on real or personal property, or to any corporation receiving and authorized to receive money on deposit or to any life insurance company lending money to any of its policy holders on their policies. Third: In the event of the insolvency of the corporation, the liability of the directors and officers under this Section 50 shall be collectible by the receiver or other person winding up its affairs, as an asset of said corporation.

DISSOLUTION.

Voluntary Dissolution.

51. Every corporation of this State other than a public service corporation, may by the affirmative vote of a majority of all of its members or of a majority of all of its stock (or if two or more classes of stock have been issued, of a majority of each class) outstanding and entitled to vote, close its affairs and authorize a bill for its dissolution to be filed in the manner

Art. 23, sec. 50-Paragraph 2. Fisher v. Parr, 92 Md. 274.

hereinafter set forth. The meeting for such purpose shall be duly warned according to the provisions of Sections 15 or 16 of this Article; and if at such meeting the said majority shall so decide, a petition for dissolution shall be forthwith filed in the name of the corporation, and on its behalf in a court of equity of the county or city in which its principal office is located.

Procedure.

52. Every such petition shall contain a statement of the reasons why the dissolution of the corporation is sought, and there shall be filed as an exhibit with it: a full and true inventory of its assets and liabilities; a list of all the stockholders, if any, their respective addresses, the number of shares belonging to each and the amount, if any, remaining due thereon; a full statement of all the incumbrances on the property of the corporation, and a full list of its creditors, with their respective addresses and the amounts due each. Such exhibit shall be verified by the oath or affirmation of some officer or stockholder of the corporation, and upon the filing of such petition accompanied by the exhibit, the court shall pass an order requiring all persons interested in the corporation to show cause by a day to be named, if any they have, why it should not be dissolved on another day to be named in said order, which said order shall be published, for such time as the court shall direct, in some newspaper published in the county. or city in which such court is held; if an answer shall be filed to such petition, evidence shall be taken in the manner usual in courts of equity; if no answer is filed, or if upon consideration of the petition, answer and proof, the court shall be of opinion that no sufficient cause against a dissolution has been shown, a decree shall be entered dissolving the said corporation and appointing one or more receivers of its estate and effects, if any; and any of the directors or other officers or any of the stockholders or members of the corporation may be appointed its receivers or such other person or persons as the court may select.

Art. 23, sec. 52-This section is in substitution of Sections 378, 379, 380 and 381 of Article 23. Frank u. Morrison, 58 Md. 440. Mason v. Equitable League, 77 Md. 44. Belair Club v. State, 74 Md. 297.

Involuntary Dissolution.

53. Whenever any corporation of this State, other than a railroad, shall have been determined by legal proceedings to be insolvent or shall be proven to be insolvent by proof offered under any bill filed under the provisions of this section, it may be dissolved, after a hearing according to the practice of courts of equity in this State, upon a bill for that purpose filed in a court of equity of the county or city in which its principal office is located. Such bill may be filed by any stockholder or creditor of the corporation.

Powers of Receivers.

54. Whenever any corporation shall be dissolved by the decree of any Court of this State, its property shall vest in its receivers appointed and named therein, and all preferences, payments and transfers, howsoever made by it or by any of its officers on its behalf, which would be void or fraudulent under the provisions of the Insolvency Laws of this State, if made by a natural person, shall to the like extent and with like remedies be fraudulent and void; and for the purpose of setting aside such preferences, payments and transfers, the receiver of such corporation shall have all the powers vested in the permanent trustee of an insolvent debtor and the date of the filing of the petition or bill by or against such corporation shall, for the purpose of determining the validity of preferences and for all other purposes, be treated as the date of the filing of the petition in insolvency by or against a natural person; provided, however, that if any real or personal property of such corporation shall have been decreed to be sold by any court of equity for the enforcement of a mortgage, deed of trust or deed of trust in the nature of a mortgage; or if there be a power of sale or a consent to a decree for a sale

Art. 23, sec. 53. This section is in substitution of Section 376, of Article 23. Frank v. Morrison, 58 Md. 440. Davis v. Gemmell, 73 Md. 535. Mason v. Equitable League, 77 Md. 44. DuPuy v. Terminal Co., 82 Md. 436. Steinberger v. Savings Asso., 84 Md. 635. Barton . Fraternal Alliance, 85 Md. 33. Clark Co. v. Colton, 91 Md. 203, 240.

Art. 23, sec. 54-This section is in substitution of Section 377, Article 23. Colton v. Drover Bldg. Asso., 90 Md. 93. Colton . Meyer, 90 Md. 712. Clark Co. v. Colton, 91 Md. 205. Hudson v. Karr, 96 Md. 479.

contained in any mortgage, deed of trust or deed of trust in the nature of a mortgage of real or personal property made by such corporation, then (unless with the written consent of the other parties in interest) the receiver of such corporation shall be authorized to sell only the equity of redemption in the property mentioned in such decree, mortgage, deed of trust or deed of trust in the nature of a mortgage; and, unless such consent be given such decree and the powers of sale contained in such mortgage, deed of trust or deed of trust in the nature of a mortgage may be executed as if proceedings against the corporation had not been instituted.

Dissolution Otherwise Than by Judicial Proceedings.

55. Upon the dissolution of any corporation of this State in any manner otherwise than by judicial proceedings, and until other persons shall be appointed as receivers by some Court of competent jurisdiction, the directors at the time of dissolution shall become and be trustees for the creditors, stockholders and members of the corporation so dissolved. They shall take title to its assets, real and personal, and shall have full power to wind up and settle its affairs, to use for and collect its assets and to pay its debts; and they shall divide among the stockholders or members, the money and other property that shall remain after the payment of the debts and necessary expenses; and the said trustees shall be jointly and severally liable to the creditors, stockholders and members of such corporation to the extent of its property and effects that shall come into their hands.

Effect of Dissolution.

56. The dissolution of a corporation shall not relieve its stockholders or directors or other officers from any obligations and liabilities imposed on them by law; nor shall it abate any pending suit or proceeding by or against the corporation, and all such suits may be continued with such change of parties, if any, as the court in which the same are pending shall direct. No receiver shall institute suit except by order of the court

appointing him; and such suit may be brought in his own name as receiver or (notwithstanding its dissolution) in the name of the corporation, to his use.

Forfeiture of Charter.

57. Whenever the Attorney General or any State's Attorney shall be authorized by the Governor to institute proceedings against a corporation to determine whether it has been guilty of such misuse, abuse or nonuse of its powers and franchises as would by law make proper the forfeiture of its charter, the Attorney General or State's Attorney so authorized shall file in the court hereinafter. designated a petition in the name of the State setting forth in detail the alleged cause of forfeiture; and thereupon the court shall lay a rule upon the corporation to show cause within a time named why a judgment of forfeiture should not be entered as prayed; a copy of such rule and of the petition shall be served on the corporation by a day to be therein limited, as other process against the corporation, as hereinafter provided, would be served. By the day named in said order unless further time is granted by the court, the corporation shall file its answer, setting forth all its defences and verified by the affirmation or affidavit of one of its officers; such further pleadings, if any, shall be filed within such time as the court shall direct.

58. If issues of fact be joined in such proceedings, the same shall stand for trial at such time as the court shall direct and shall be tried by a jury if either party desires it; otherwise they shall be heard and determined by the court. If from the findings of the jury or upon consideration or determination by the court, the court shall be of opinion that legal cause of forfeiture has been shown, and that the public interest requires that a forfeiture should be declared, a judgment of forfeiture shall be entered and the charter of the corporation shall thereby be annulled and vacated; and it shall be ousted of its corporate franchises; and the court shall thereupon appoint a receiver or receivers of the corporate estate and assets. The powers of such receivers and all the consequences of dissolution shall be such as are hereinabove conferred and provided by this Article.

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