CORPORATIONS. 749

road of the lessor company, nor shall any railroad company incorporated
under the laws of this State become the lessee of any railroad which com-
petes in this State with the railroad of the lessor company; and provided
further, that the agreement of lease shall not contain any provisions in con-
flict with the provisions of this article of the Code, or which will exempt
said railroad, so far as it lies within this State, from the operation of the
laws of this State. The agreement containing the terms and conditions of
any proposed lease shall, after due approval by the board of directors of
each company party thereto, be submitted to the stockholders of such one
or more of said railroad companies as shall have been incorporated under
the laws of this State at either a special meeting thereof, duly called in
accordance with the charter and by-laws of the companies whereof they are
stockholders for the consideration 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 agreement will be considered at such meeting; and if ap-
proved by a vote of not less than three-fourths of the capital stock of such
company or companies outstanding and entitled to vote, the said agree-
ment shall then be duly executed by each of the par.ties thereto, and, when
so executed, a copy thereof, duly certified by the secretary of each of the
companies 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 dissatisfied 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 pf
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 jiidge of the supreme bench of Baltimore city,
if any part of said railroad 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 deprecia-
tion resultant from such lease, and the award of said commissioners, or any
two of them, when confirmed by the Court, shall be final and conclusive;
and thereupon the lessee company shall, at its election, either pay to the
stockholder the amount of damages appraised by the commissioners and
permit the stockholder to retain title and possession of his shares, or shall
pay to the stockholder the value of his shares as ascertained by said
appraisement; and upon payment of the said last mentioned 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 triplicate original, and shall deliver
one of such originals to each party and file the other with the clerk of the