664 CORPORATIONS. [ART. 23

eration of the same, or at any annual meeting thereof, likewise duly
called, and in the call for which it shall be stated that the said agree-
ment will be considered at such meeting; and if approved by a vote of
not less than three-fourths of the capital stock of such company or com-
panies outstanding and entitled to vote, the said agreement shall then
be duly executed by each of the parties thereto, and, when so executed,
a copy thereof, duly certified by the secretary of each of the com-
panies parties thereto under their respective corporate seals, shall be
filed in the office of the secretary of state of the State of Maryland,
and upon such filing the said agreement and the lease thereby effected
shall become and be in full force and operation in accordance with its
terms. If any stockholder of any company incorporated under the laws
of this State who shall not, either in person or by proxy, have voted at
such meeting of stockholders in favor of the agreement, shall be dis-
satisfied with the lease thereby effected, it shall and may be lawful for
such stockholder, within thirty days after the filing of said agreement
in the office of the secretary of state, as hereinbefore prescribed, to
apply by petition to any judge of the circuit court for any county in
this State wherein any part of the leased railroad is situated, or to any
judge of the supreme bench of Baltimore city, if any part of said rail-
road be situated within the limits of said city, for the appointment of
three disinterested commissioners to estimate and appraise the damage,
if any, which such stockholders may suffer or sustain by reason of the
lease, and also to estimate and appraise the share or shares of such
stockholder at their market value, without regard to any depreciation
resultant from such lease, and the award of said commissioners, or any
two of them, when confirmed by the Court, shall be final and conclu-
sive; and thereupon the lessee company shall, at its election, either pay
to the stockholder the amount of damages appraised by the commis-
sioners and permit the stockholder to retain title and possession of his
shares, or shall pay to the stockholder the value of his shares as ascer-
tained by said appraisement; and upon payment of the said last men-
tioned value the stockholder shall transfer the said shares absolutely to
the lessee company, and the same shall be thereafter owned, held or
disposed of by the latter as its directors may determine, authorize and
direct. The commissioners shall make their award in writing in tripli-
cate original, and shall deliver one of such originals to each party and
file the other with the clerk of the court within five days after com-
pleting the same; and if either party be dissatisfied with such award,
exceptions thereto shall be filed on or before the first day of the term
of court succeeding the date of the award; and thereupon the court shall
fully hear and consider the said exceptions, and either affirm the said
award or set the same aside, as it shall determine, and if set aside,
appoint three other disinterested commissioners to make another
appraisement.

The lease authorized by this section contrasted with the leases dealt with
by article 21, sections 92 and 93. The intent of this section is that the leases
referred to herein should be permanent and not redeemable, save upon the
terms fixed in the lease itself. A lease held not to be in excess of the author-