688 ARTICLE 23.

A cause of action under secs. 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., R. R. v. Graves, 80 Fed. 588.

Sec. 75 of the Code of 1904, referred to in construing sec. 28—see notes to the
latter section. Md. Trust Co. v. Mechanics' Bank, 102 Md. 622.

Sec. 77 of the Code of 1904, referred to in construing sec. 72 of the said Code—
see notes to sec. 77. Booth v. Campbell, 37 Md. 527.

Dissolution.

An: Code, sec. 76. 1904, sec. 378. 1888, sec. 265. 1868, ch. 471, sec. 186. 1908, ch. 240, sec. 51.

1916, ch. 596, sec. 76.

88. Any corporation of this State may close its affairs and authorize a
bill for its dissolution to be filed in the following manner:

A majority of the whole board of directors shall pass a resolution declar-
ing that dissolution is advisable and calling a meeting of the stockholders
or members to take action thereon. The meeting of the stockholders or mem-
bers shall be duly warned in the manner provided in Section 19 of this
Article. If two-thirds of all the shares (or, if two or more classes of shares
have been issued, two-thirds of each class), outstanding and entitled to vote,
or two-thirds of the members vote in favor of dissolution, 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. Whenever all of the stockholders or members shall consent
in writing to a dissolution, no meeting of stockholders or members or
notice thereof shall be necessary.

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

Bill of complaint held not to contain allegations looking to proceedings under
sec. 378 of Code of 1904. Apart from statutory power, a court of equity cannot
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 sec. 337. Webster v. Susque-
hanna Pole Line Co., 112 Md. 435.

For a bill of complaint filed under sec. 378 of the Code of 1904, see Stillman v.
Dougherty, 44 Md. 380.

See sec. 424, and notes to sec. 92.

An. Code, sec. 77. 1904, secs. 379, 380 and 381. 1888, secs. 266, 267 and 268.
1868, ch. 471, secs. 187, 188 and 189. 1908, ch. 240, sec. 52.

89. 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 liabilities; a list
of all the stockholders, if any, their respective addresses, the number of
shares belonging to each and the amount, if any, remaining due 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 corporation 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