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poration of this State which is duly authorized to acquire and hold such or similar property. An agreement containing the terms and conditions of the proposed sale, lease or exchange shall, after approval by the board of directors, be submitted for the approval of the stockholders of each corporation at a meeting warned as aforesaid; and if approved by the affirmative vote of two-thirds of all the stock (or if two or more classes of stock have been issued, of two-thirds of each class) outstanding and entitled to vote, such agreement shall be executed and its terms and conditions performed by the proper officers of the respective companies. Any stockholder of either corporation who, at such meeting, voted against the agreement submitted, may within twenty days after such meeting (but not afterward) make upon his corporation a written demand for payment for his stock; and he shall be entitled to receive an amount equal to the fair value thereof, unaffected by such sale, purchase, lease or exchange of the corporate assets. If the dissenting stockholder and his corporation shall fail to agree upon the fair value of said stock (or, if having agreed, the corporation shall fail to pay or tender the amount thereof), the stockholder shall be entitled to file against his said corporation in any Court of Equity having jurisdiction over the same, a petition for an accounting and for the ascertainment of the fair value of his shares; and thereupon such proceedings shall be had as are provided by Section 31 of this Article. The proceeding by a dissenting stockholder hereunder shall not prevent or delay the execution and performance of any agreement so approved by the aflirmative vote of two-thirds of the stock; but in the case of every such sale, lease or exchange, the vendee, lessee or grantee shall take the property of the grantor corporation subject to its debts and liabilities, including the claim of such dissenting stockholder; and such property may be subject to execution on any decree entered as herein provided, and such decree shall have priority over any incumbrance placed by the grantee corporation upon the property so bought, leased or ex changed; provided, however, that the right granted to a dissenting stockholder hereunder to demand payment for his stock shall cease, if at any time prior to the entry of any decree herein provided for, the defendant corporation shall make it appear
to the Court that the agreement of sale, lease or exchange has been rescinded by appropriate corporate action, so that the stock of such dissenting shareholder remains unaffected thereby; and provided further, that the provisions of this section and of the three preceding sections shall not impair or affect in any way any restrictions, limitations or other provisions, contained in any ordinance granting or conferring any franchise heretofore passed by any municipal corporation of this State prohibiting, limiting or restricting the transfer or assignment of such franchise.
1908, ch. 240, sec. 33. 33. Each stockholder shall be entitled to a certificate which shall be signed by the president, or vice-president, and by the secretary or assistant secretary, or treasurer or assistant treasurer of the corporation and sealed with its seal-which shall certify the number of shares owned by him in such corporation. All certificates for stock which is restricted or limited as to its transferability or voting powers, or which is preferred or limited as to its dividends, or as to its share of the principal upon dissolution shall have a statement of such restriction, limitation or preference plainly stated thereon.* 1904, art. 23, sec. 408. 1888, art. 23, sec. 294. 1868, ch. 471, sec. 219.
1880, ch. 474. 1908, ch. 240, sec. 34. 1916, ch. 596, sec. 8, par. 34. 34. Every corporation may create two or more classes stockt such preferences, voting powers, restrictions and qualifications thereof not inconsistent with law as shall be expressed in its charter. It may be provided that the holders of a certain class or certain classes of stock shall receive and that the corporation shall be bound to pay fixed annual dividends thereon, to be expressed in the charter, payable quarterly, half-yearly or yearly, before any dividend shall be set apart for or paid to the holders of some other class or classes of stock, and such dividends may be made cumulative; any class or classes of stock may be preferred as to its or their distributive share or shares
* As to situs of stock, see U. S. Express Co. vs. Hurlock, 120 Md. 107.
See "Stock Transfer Act," beginning herein with sec. 38. When the word "Agent" or "trustee" stands after the stockholder's name, see Scott vs. Gittings, 125 Md. 575.
† The word "with" was no doubt erroneously left out in the passage of the act.
of the assets of the corporation upon dissolution; but, in case of insolvency, the debts and other liabilities of the corporation shall be paid before any payment or distribution is made to the holders of any class of stock; and stock preferred as to dividends or having a preference as to its distributive share of the assets of the corporation upon dissolution may be made subject to redemption at not less than par at such times and prices as may be determined in such charter; stock so redeemed shall have the status of authorized but unissued stock of the corporation. Nothing in the laws of this State shall be so construed as to limit the dividend on any class of stock to six per cent. per annum if a greater or less dividend be provided to be paid on such stock.*
1916, ch. 596, sec. 9, par. 34a. 34a. Any corporation of this State, heretofore or hereafter incorporated, except a banking, safe deposit, trust or loan corporation, may, if so provided in its charter, issue shares of stock, other than stock preferred as to dividends which is subject to redemption, or stock preferred as to its distributive share of the assets of the corporation upon dissolution, without any nominal or par value. In any case in which the law requires that the par value of the shares of a corporation be stated in a certificate of incorporation, articles of amendment, agreement of consolidation or in any other paper, it shall be stated, in respect of such shares, that such shares are without par value, and when the amount of such stock authorized is required to be stated, the number of shares thereof shall be stated, and it shall also be stated that such shares are without
For the purpose of the bonus tax and annual franchise tax imposed by the laws of this State, but for no other purpose, such shares shall be presumed to be of the par value
* Prior to the passage of the Revised Corporation Act, the holders of preferred stock had, in case of insolvency, a lien upon the assets of the corporation ahead of those gencrally known as the creditors, except as to such debts which were created prior to the issuance of the preferred stock. Such a lien could not have been destroyed by the Act. As to effect of such lien, see Leviness vs. Consol. Gas Co., 114 Md. 559; Heller vs. Marine Bank, 89 Md. 602. When stockholders fail to claim dividends. there is no duty on part of corporation to invest the proceeds as to pay interest on the same. Baltimore Tr. Co. vs. George's Creek C. & C. Co., 119 Md. 21.
of one hundred dollars each. For the purpose of any rule of law or of any statutory provision (except as in this section otherwise provided) relating to the amount of such stock issued, the amount of such stock issued shall be taken to be the amount of cash or the value of the services or property (determined by the board of directors as required bs Jaw) for which such stock has been issued. Such stock may be issued for money in the manner provided in Section 35 of this Article for the issuance of stock for less than par, and for services in the manner provided therein for the issuance of stock for services, and for property in the manner provided therein for the issuance of stock for property. The number of shares of such stock may be increased or decreased in the manner and subject to the conditions provided in Sections 24 to 28, inclusive, of this Article. The amount of such stock issued may also be reduced, in the manner and subject to the conditions provided in said sections for the reduction of the par value of shares of stock. All other provisions of law relating to stock having a par value, so far as the same may be legally, necessarily or practically applicable, shall apply to and govern stock without par value.
1904, art. 23, secs. 69 an d70. 1888, art. 23, secs. 61 and 62. 1868, ch. 471, secs. 56 and 57. 1908, ch. 240, sec. 35. 1916, ch. 596, sec. 10, par. 35.
35. Any corporation of this State may dispose of its capital stock at such prices and for such consideration in money, in services rendered to or adopted by the corporation, or in property of any description suitable for the purposes of the corporation, or any of them, as it sees fit; and there shall be no individual liability on any subscriber to, or holder of such stock, beyond obligation to the corporation or its receiver, trustee or other person winding up its affairs, to comply with the terms of the contract of subscription thereto, provided, however, that nothing in this section shall be taken or construed as limiting or affecting the liability of stockholders in banking, safe de posit, trust and loan corporations.
The word "stock" as used in this section and in Section 36 of this Article includes securities convertible into stock.
The word "property” as used in this section does not include money.
Stock shall not be issued for less than par or for services or property, except in the manner following:
(1) The board of directors shall pass a resolution declaring that it is advisable to issue stock at not less than a certain specified price or for certain specified services rendered to or adopted by the corporation or for certain specified property, suitable for the purposes of the corporation, or any of them, stating the value placed by the board of directors on such services or property, and if there be no shares of stock outstanding and entitled to vote, authorizing such issue, but otherwise calling a meeting of the stockholders to take action thereon; (2) the meeting of the stockholders shall be duly warned in the manner provided in Section 15 of this Article; (3) such issue advised by the board of directors may be then authorized by the affirmative vote of two-thirds of all of the shares (or if two or more classes of shares have been issued, of two-thirds of each class), outstanding and entitled to vote, and in counting the shares necessary to authorize the issuance of stock for services, or for property, no stock shall be counted whose owner or holder is interested in such services or property, nor any stock which is merely subscribed for and payment for which is to be made in services; (4) before issuing any such stock, authorized as aforesaid, the president or vice-president and the treasurer or an assistant treasurer shall execute and acknowledge a statement verified under oath and in such form as may be prescribed or permitted by the State Tax Commission, stating the minimum amount of cash for which such stock is duly authorized to be sold or particularly specifying the nature and character of the services or property (as the case may be) and the value placed by the board of directors on such services or property, for which such stock is duly authorized to be issued; (5) such statement, together with a copy thereof, shall be delivered to the State Tax Commission, which, upon the payment, and not before, of the recording fees for which provision is hereinafter made, shall receive the same for record and endorse thereon the date and time of such receipt and promptly record the same, and when recorded the State Tax Commission shall transmit a copy thereof duly certified by it to the Clerk of the Circuit or Superior Court (according to the location of the