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(c) Before making distribution the said administrator shall give notice once a week for four successive weeks in some newspaper published in the county or city, where his letters of administration were granted, to all persons having any claims to said certificate and the dividends payable in respect thereto, to file their claims in the Orphans' Court that granted the letters of administration to said administrator within sixty days from the expiration of said notice, and that in failing so to do, distribution thereof will be made on a certain day therein named without any remedy or recourse on their part against said administrator, but that the distributive shares may be followed into the hands of the distributees the same as if this Act had never been passed.
(d) Before any distribution of the said shares of said stock or the dividends received by said administrator, or the proceeds thereof is made, the persons entitled thereto shall respectivelv give bond with adequate security to be approved by the Orphans' Court aforesaid, in such sum and form as it shall direct, ponditioned that if the true and lawful principal, cestui que trust or assignee, if any there be, or his personal representative shall be established and proven, they will respectively, on demand, refund the amounts received by each, with interest thereon. If any such person is unable to furnish the security, his share shall be converted into money, and under the direction of said Orphans' Court the proceeds thereof and his share in money shall be safely invested under the direction of said Court; the accruing interest to be paid to the person entitled : the money to remain invested until the security given or the said Orphans' Court on application shall order it paid to the person entitled.
(e) Costs and all expenses of every nature and kind incident to these proceedings shall be paid out of said shares of stock and dividends aforesaid of the estate. Provided, however, that the procedure provided by this Act is cumulative and not exclusive, and nothing in this act contained is to be taken or construed as limiting in any way the right of any party who claims to be entitled to a new certificate of stock in place of a lost or destroyed certificate which was issued in the manner hereinbefore indicated, to have his, her or its right to such
new certificate determined and adjudicated, without regard to this act, by resort to and judgment of any court of law or equity which would have jurisdiction to determine and adjudlicate such right in the event that this Act had never been passed; and provided further, that the procedure herein provided for shall not be the exclusive remedy in any cases already instituted or suits now pending, growing out of the loss of a certificate of stock issued in the name of an agent or trustee. 1904, art. 23, secs. 391 to 393, inclusive. 1888, art. 23, secs. 277 to 281,
inclusive. 1868, ch. 471, secs. 198 to 202, inclusive.
1886, ch. 287. 1908, ch. 240, sec. 43. 68. 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 exec•ution 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 an:) 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 colltempt against such president or other corporate officer, and may compel him to answer under oath an 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 presi. dent 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 this shall be transferred to the purchaser on the books of the corporation by such sheriif 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 therefore 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. * 1904, art. 23, sec. 399. 1888, art. 23, sec. 285. 1868, ch. 471, sec. 206.
1908, ch. 240, sec. 44. 69. If any corporation shall refuse to permit any transfer oi 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.
1908, ch. 240, sec. 45. 70. 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.
1904, art. 23, sec. 391. 1888, art. 23, sec. 277. 1868, ch. 471, sec. 198.
1886, ch. 287. 1908, ch. 240, sec. 46. 71. No execution or attachment issued or levied upon the shares of any defendant in the capital stock of a corporation
* See Article 9, section 18.
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 68 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 exec'ution or attachment, who shall have received the certificate of stock with a written transfer thereof endorsed thereon (or witir a written power of attorney to sell, assign or transfer the sa me), signed by the person named as stockholder in such certificate. And such purchaser or pledgee shall have power 10 name any person as attorney to transfer the shares to him on the books of the corporation; and upon and after the produc. tion 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.
1904, art. 23, sec, 79. 1888, art. 23, sec, 71. 1868, ch. 471, sec. 66.
1908, ch. 240, sec. 47. 1916, ch. 596, sec. 12, par. 72. 72. If any person or persons holding 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 any officer, director or resident agent of the corporation a written request for a statement of its affairs, it shall be his duty to make ou procure such a statement sworn to by the president or a vicepresident or by the treasurer or an assistant treasurer, 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. Ibid, secs. 5 and 80. 1888, art. 23, secs. 5 and 72. 186S, ch. 471. secs. J
and 67. 1908, ch. 240, sec. 48. 1916, ch. 596, sec. 12, par. 73. 73. Original or duplicate stock ledgers, containing the names and addresses of the stockholders of every corporation of this State, having capital stock, and the number of shares (of each
class, if two or more classes have been issued) held by them, respectively, 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; provided, however, that this provision shall be deemed complied with if the stock ledger, open for inspection as aforesaid, discloses all transfers made up until twenty days before such inspection. The other books of the corporation, wherever located, shall be open to inspection by stockholders upon the erms upon which stock ledgers are open to their inspection.* 1904, art. 23, sec. 5. 1888, art. 23, sec. 5. 1868, ch. 471, sec. 5. 1908, ch. secs. 62, 63 and 61. 1898, ch. 228. 1908, ch. 240, sec. 50.
1916, ch. 596, sec. 12, par. 74. 74. The directors, managers and trustees of every corporation of this State shall keep full and fair accounts of their transactions. The president of every such corporation 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 and filed within twenty days thereafter at the principal office of the corporation in this State, where it shall, during the usual business hours of every business day, be open for the inspection of every stockholder or member of the corporation.
Ibid, secs. 75, 76 and 77. 1888, art. 23, secs. 67, 68 and 69. 1868, ch. 471,
secs. 62, 63 and 64. 1898, ch. 228. 1908, ch. 240, sec. 50. 75. 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 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
See Weihenmayer vs. Bitner, 88 Md. 325 ; Wight vs. Heublein, 111 Md. 649. In the latter case it was held that upon a showing of a lack of good faith in a demand for an inspection of the books of the corporation, its officers may refuse to comply with the demand.