256 ARTICLE 23.

receiver or other person winding up its affairs, as an asset of said corpo-
ration.

Violation of this section in loan of money to directors, referred to in uphold-
ing appointment of receiver of corporation. Hagerstown Furniture Co. v. Baker,
155 Md. 561.

See notes to sec. 84.

Dissolution.
88.

Cited but not construed in Nagel v. Ghingher, 166 Md. 241.
Cited but not construed in separate opinion in Hammond v. Lyon Realty Co.,
163 Md. 465.

An. Code, 1924, sec. 91. 1912, sec. 77B. 1918, ch. 198, sec. 87A. 1935, ch. 551, sec. 91.

91. In addition to the method of dissolution provided, in the foregoing
Sections, any corporation of this State may close its affairs and be dissolved
in the following manner: (1) A majority of the whole board of directors
shall pass a resolution declaring that dissolution of the corporation is
advisable and calling a meeting of the stockholders or members to take
action thereon. The meeting of the stockholders or members 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 thereon,
or two-thirds of the members, vote in favor of dissolution, notice that
dissolution of the corporation has been authorized pursuant to the pro-
visions of this Section shall be mailed by the corporation to all known
creditors at their addresses according to the records of the corporation,
and twenty days or more thereafter articles of dissolution shall be exe-
cuted, acknowledged, verified and recorded (upon payment of the fee
hereinafter provided) in the manner prescribed with respect to articles of
amendment. Upon the receipt for record of such articles of dissolution,
notice setting forth the name of the corporation and that articles of
dissolution have been received for record by the State Tax Commission
in accordance with the provisions of this Section 91 shall be published by
the State Tax Commission once a week for four successive weeks in a
newspaper of general circulation in the county or city in which the
principal office of the corporation is located. Whenever all the stock-
holders or members shall consent in writing to a dissolution, no meeting
of the stockholders or members or notice thereof shall be necessary. If
there is no stock of the corporation outstanding and entitled to vote,
dissolution may be authorized by resolution adopted by a majority of the
entire board of directors. If there has been no meeting of the board of
directors, dissolution may be authorized by resolution adopted by a ma-
jority of the incorporators, and in such case the articles of dissolution
may be executed, acknowledged and verified by a majority of the incorpo-
rators.

(2) The articles of dissolution shall set forth: (a) the post-office ad-
dress (including the county or city) of the place at which the principal
office of the corporation is located; (b) the name and postoffice address