ART. 23] DISSOLUTION. 567-

A cause of action under sections 75 and 77 of the code of 1904, held not to
survive against the representatives of a deceased director or officer, under
New York statutes. Boston, etc., E. R. v. Graves, 80 Fed. 588.

Section 75 of the code of 1904, referred to In construing section 24—see
notes to the latter section. Md. Trust Co. v. Mechanics' Bank, 102 Md. 622.

Section 77 of the code of 1904, referred to in construing section 72 of said
code—see notes to section 66. Booth v. Campbell, 37 Md. 527.

Dissolution.

1904, art. 23, sec. 378. 1888, art. 23, sec. 265. 1868. ch. 471, sec. 186.
1908, ch. 240, sec. 51.

76. Every corporation of this State other than a public service cor-
poration, 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 aud authorize a bill for its dissolution to be
filed in the manner hereinafter set forth. The meeting for such pur-
pose shall bo 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.

A receiver held to be entitled to sue in his own name independently of
sections 376 and 378 to 387 of the code of 1904. Frank v. Morrison, 58
Md. 440.

A bill of complaint held not to contain allegations looking to proceedings
under section 378 of the code of 1904. Apart from statutory power, a court
of equity can not dissolve a corporation. Mason v. Equitable League, 77
Md. 484.

The fact that this section excepts public service corporations from those
that may be voluntarily dissolved, pointed out—see notes to section 405.
Webster v. Susquehanna Pole Line Co., 112 Md. 435.

For a bill of complaint filed under section 378 of the code of 1904, see
Stillman v. Dougherty, 44 Md. 380.
See notes to sec. 78.

Ibid. secs. 379, 380 and 381. 1888, art. 23. secs. 266, 267 and 268. 1868, ch.
471, secs. 187, 188 and 189. 1908, ch. 240, sec. 52

77. 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 liabili-
ties; a list of all the stockholders, if any, their respective addresses, the
number of shares belonging to each and the amount, if any, remaining
clue 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 cor-
poration 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