CORPORATIONS 813

Stock and Stockholders.

An. Code, 1924, sec. 74. 1912, sec. 61. 1904, sec. 78. 1888, sec. 70. 1868, ch. 471, sec. 65.
1908, ch. 240, sec. 38. 1916, ch. 596, sec. 61.

79. Unless otherwise payable by the subscription contract, the board
of directors of any corporation, having capital stock, may call in and de-
mand from the stockholders the amounts due on their subscriptions at such
times and in such payments and installments as the said board of directors
shall deem proper; but at least thirty days' written or printed notice of
the amount, time and place of payment of such calls shall be given to each
stockholder; such notice shall be delivered to each stockholder by leaving
the same with him, or at his residence or usual place of business, or by
mailing it, postage prepaid, and addressed to him at his address as it ap_:
pears upon the books of the corporation; provided, however, that any
stockholder may by an instrument in writing waive such notice.

The notice (prescribed by sec. 78 of the Code of 1904) is a condition precedent to the
right of a corporation to sue subscribers for assessments. One publication of such notice
held sufficient. Proof of demand and notice. Granite Roofing Co. v. Michael, 54 Md. 67;
Scarlett v. Academy of Music, 46 Md. 151; Scarlett v. Academy of Music, 43 Md. 210;
Hughes v. Antietam Mfg. Co., 34 Md. 330.

The notice (prescribed by sec. 78 of the Code of 1904) held not applicable where
the by-laws under which the corporation acted provided that the subscribers should
pay a weekly installment of one dollar per share. Morrison v. Dorsey, 48 Md. 473. Under
art. 26, sec. 49, of the Code of 1860, it was held that the call by the directors was only
a step in the process of collection, and that the fact that the stock was to be paid for
only upon such calls, was not a bar to the enforcement by equity of the stockholder's
liability, at the instance of creditors—see sec. 82. Crawford v. Rohrer, 59 Md. 605;
Goldstein v. Leitch, 142 Md. 187.

The notice provided for in this section relates only to calls upon stockholders made
by directors. This section has no application to a suit by receivers, entered upon order
of court, to recover unpaid subscriptions to stock of an insolvent company. See notes
to sec. 82. Goldstein v. Leitch, 142 Md. 187.

An. Code, 1924, sec. 75. 1912, sec. 62. 1908, ch. 240, sec. 39.

80. When any stockholder fails to pay any instalment or call upon his
stock which may have been properly assessed thereon by the directors, at
the time when such payment is due, the directors may collect the amount
of such instalments or call or any balance thereof remaining unpaid, from
the said stockholder by an action at law, or they shall sell at piiblic sale
such part of the shares of such delinquent stockholder as will pay all assess-
ments then due from him with interest and all incidental expenses, and
shall transfer the shares so sold to the purchaser, who shall be entitled to a
certificate therefor. Notice of the time and place of such sale and of the
sum due on each share shall be given by advertisement for three weeks suc-
cessively ; once in each week before the sale, in a newspaper of the county
or city where the principal office of said corporation is located in this State,
and such notice shall be mailed by the treasurer of the corporation to such
delinquent stockholder at his last known postoffice address at least twenty
days before such sale. If no bidder can be had to pay the amount due on
the stock, and if the amount is not collected by an action at law, brought
within the county or city where the principal office of said corporation is
located within six months from the date of the bringing of such action at
law, the said stock shall be forfeited to the corporation and the amount
previously paid in by the delinquent on the stock shall be forfeited to the
corporation.

For a case prior to the act of 1868, ch. 471, involving the forfeiture of stock and the
liability of the holder, see Murphy v. Patapsco Ins. Co., 6 Md. 99, and note (a).