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principal office of the corporation), by whom the same shall be again recorded. At the time of receiving such statement for record the State Tax Commission shall collect recording fees of five dollars, two dollars of which shall be paid by it for recording the same to the Clerk of the Circuit or Superior Court to whom such statement shall be transmitted for recording, as aforesaid, and for the balance it shall account quarterly to the Comptroller and pay the same forth with to the State Treasurei: for the use of the State. The recording of the statement by the State Tax Commission shall be conclusive of the payment of the fees required by law to be paid to it, except in a direct proceeding for the collection of the same. A duly certified copy of such statement from the records of the State Tax Commission or the Circuit or Superior Court shall be prima facie evidence of the facts therein set forth; (6) upon the receipt of such statement for record by the State Tax Commission, the corporation may lawfully issue the stock therein mentioned upon the terms therein stated; (7) the books of the corporation shall be so kept as to show at all times what money or property was received by the corporation or what services were rendered to or adopted by the corporation for such stock and the number and class of shares issued for the same.*
1904, art. 23, secs. 70 and 73. 1888, art. 23, secs. 62 and 65. 1868, ch. 471, secs. 57 and 60. 1908, ch. 240, sec. 36. 1916, ch. 596,
sec. 10, par. 36.
36. Any officer or director of such corporation wilfully and knowingly authorizing or consenting to the issuance of stock except in compliance with Section 35 of this Article, so far as it may be applicable, or wilfully and knowingly making or consenting to any false statement required thereby to be filed with the State Tax Commission or in the entries thereby required to. be made in the books of the corporation shall be deemed guilty of a misdemeanor, and upon conviction shall be fined not less than one hundred dollars or more than five thousand dollars, or be imprisoned for not less than one month or more than two years, or both fined and imprisoned, in the discretion of the
* Trent Import Co. vs. Wheelwright, 118 Md. 249. Thompkins vs. Sperry, 96 Md. 560 ; Miller vs. Cement Co., 109 Md. 14; Sturtevant vs. Cosmic Co., 111 Md. 667.
Court. Provided, however, that the valuation placed by the board of directors upon services or property, as provided in Section 35 of this Article, and the judgment of the board of directors as to the propriety of the corporation's accepting the same and issuing the agreed number of shares therefor, shall in the absence of actual fraud be conclusive against and binding upon any and all creditors of the corporation.
Ibid, sec. 71. 1888, art. 23, sec. 63. 1868, ch. 471, sec. 58.
1908, ch. 240, sec. 37. 37. Repealed by Chapter 596 of the Acts of 1916, Section 11.*
Uniform Stock Transfer Provisions.
1910, ch. 73, sec. 37A.
38. Title to a certificate and to the shares represented thereby can be transferred only
(a) By delivery of the certificate, indorsed either in blank or to a specified person, by the person appearing by the certiticate to be the owner of the shares represented thereby; or
(b) By delivery of the certificate and a separate document containing a written assignment of the certificate or a power of attorney to sell, assign or transfer the same or the shares represented thereby, signed by the person appearing by the certificate to be the owner of the shares represented thereby. Such assignment or power of attorney may be either in blank or to a specified person.
The provisions of this section shall be applicable, although the charter or articles of incorporation, or code of regulations, or by-laws of the corporatin issuing the certificate and the certificate itself, provide that the shares represented thereby shall
• This section pertained to the transfer of the names, for which see U. S. Express Co. vs. Hurlock, 120 Md. 107. A corporation is custodian of its stock and is clothed with power to protect all persons interested from unauthorized transfers, and it is its duty to exercise diligence in the discharge of its trust to see that unauthorized transfers are not made to the prejudice of cestui que trustent when the stock is in the name of a trustee. Baltimore Trust Co. vs. George's Creek Co., 119 Md. 21. The following section was part of the Corporation Act of 1908. Note the effect upon same of the Act of 1910, ch. 73, which immediately follows as the Uniform Stock Transfer Act.
† See Art. 93, secs. 76, 79 and 80, as to administration and transfer of stock and bonds of a deceased party.
be transferable only on the books of the corporation, or shall be registered by a registrar, or transferred by a transfer agent.*
Ibid, sec. 37c.
39. Nothing in Sections 38 to 60 shall be construed as enlarging the powers of an infant or other person lacking full legal capacity, or of a trustee, executor or administrator, er other fiduciary, to make a valid indorsement, assignment or power of attorney.i
37c. 40. Nothing in Sections 38 to 60 shall be construed as forbidding a corporation
(a) To recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, or
(b) To hold liable for calls and assessments a person registered on its books as the owner of shares.
Ibid, sec. 370. 41. The title of a transferee of a certificate under a power of attorney or assignment not written upon the certificate, and the title of any person claiming under such transferee, shall cease and determine if, at any time prior to the surrender of the certificate to the corporation issuing it, another person for value in good faith, and without notice of the prior transfer, shall purchase and obtain delivery of such certificate, with the indorsement of the person appearing by the certificate to be the owner thereof, or shall purchase and obtain delivery of such certificate and the written assignment or power of attorney of such person, though contained in a separate document.
Ibid, sec. 37E.
42. The delivery of a certificate to transfer title, in arcordance with the provisions of Section 38, is effectual, except as provided in Section 10, though made by one having no right of
* See secs. 79 and 80 of Art. 93, on Testamentary Law, as to transfer of stock through a foreign administrator.
† Tyng vs. Woodward, 121 Md. 422. See note to Art. 23 on Corporations, sec. 37.
See note to Art. 23 on Corporations, sec. 37.
possession and having no authority from the owner of the certificate or from the person purporting to transfer the title.
Ibid, sec. 378. 43. The indorsement of a certiticate by the person appearing by the certificate to be the owner of the shares represented thereby is effectual, except as provided in Section 44, though the indorser or transferor
(a) Was induced by fraud, duress or mistake to make the indorsement or delivery; or
(b) Has revoked the delivery of the certiticate, or the authority given by the indorsement, or delivery of the certificate;
(c) Has died or become legally incapacitated after the iudorsement, whether before or after the delivery of the certiticate; or
(d) Has received no consideration.
Ibid, sec. 376. 44. If the indorsement or delivery of a certificate
(a) Was procured by fraud, duress or mistake to make the indorsement or delivery; or
(b) Was made under such mistake as to make the indorsement or delivery unequitable; or
If the delivery of a certificate was made(c) Without authority from the owner; or
(d) After the owner's death or legal incapacity, the possession of the certificate may be reclaimed and the transfer thereof rescinded; unless
(1) The certificate has been transferred to a purchaser for value in good faith without notice of any facts making the transfer wrongful; or
(2) The injured person has elected to waive the injury, or has been guilty of laches in endeavoring to enforce his rights
Any Court of appropriate jurisdiction may enforce specifically such right to reclaim the posesssion of the certificate or to r'escind the transfer thereof, and, pending litigation, may enjoin the further transfer of the certificate or impound it.
Ibid, sec. 37H.
45. Although the transfer of a certificate or of shares represented thereby has been rescinded or set aside, nevertheless, if the transferee has possession of the certificate or of a new certificate representing part or the whole of the same shares of stock, a subsequent transfer of such certificate by the transferee, mediately or immediately, to a purchaser for value in good faith, without notice of any facts making the transfer wrongful, shall give such purchaser an indefeasible right to the certificate and the shares represented thereby.
Ibid, sec. 371.
46. The delivery of a certificate by the person appearing by the certificate to be the owner thereof, without the indorsement requisite for the transfer of the certificate and the shares represented thereby, but with intent to transfer such certificate or shares, shall impose an obligation, in the absence of an agree. ment to the contrary, upon the person so delivering to complete the transfer by making the necessary indorsement. The transfer shall take effect as of the time when the indorsement is actually made. This obligation may be specifically enforced.
Ibid, sec. 373.
47. An attempted transfer of title to a certificate or to the shares represented thereby, without delivery of the certificaíc, shall have the effect of a promise to transfer, and the obligation, i: any, imposed by such promise shall be determined by the law governing the formation and performance of contracts.
Ibid, sec. 37K.
48. A person who for value transfers a certificate, including cne who assigns for value a claim secured by a certificate, unless a contrary intention appears, warrants
(a) That the certificate is genuine;
(c) That he has no knowledge of any fact which would impair the validity of the certificate.
In the case of an assignment of a claim secured by a certifi