CORPORATIONS 821

by-laws. In any case in which original or duplicate stock ledgers are not
kept at said principal office, any person or persons entitled to inspect such
stock ledgers as aforesaid may present a written request to any officer,
director or resident agent of the corporation for a list of its stockholders
and it shall be the duty of the corporation to make or procure a sworn list
thereof containing the information required by this section to be contained
in such stock ledgers, and to have the same ready and on file at said
principal office within twenty days after the presentation of such request,
where such list shall be open to inspection by stockholders upon the terms
upon which such stock ledgers are open to their inspection. The other
books of the corporation, wherever located, shall be open to inspection by
stockholders upon the terms upon which stock ledgers are open to their
inspection.

While in a proper case mandamus will issue to compel an inspection of books and
accounts, the writ will not be granted where the application is not bona fide, but made
with an ulterior motive. Reason and intent of this section. Wight v. Heublein, 111 Md.
657; Weihenmayer v. Bitner, 88 Md. 331.

The stockholder is entitled to a personal inspection of the books at any reasonable
time. Weihenmayer v. Bitner, 88 Md. 334.

See notes to sec. 89.

See footnote to sec. 9.

An. Code, 1924, sec. 86. 1912, sec. 74. 1904, sec. 5. 1888, sec. 5. 1868, ch. 471, sec. 5.
1908, ch. 240, sec. 49. 1916, ch. 596, sec. 74. 1927, ch. 581, sec. 86.

91. The directors, managers and trustees of every corporation of this
State shall keep full and fair accounts of their transactions. The president
of every such corporation, or if so provided by the by-laws some other
executive officer thereof, shall annually prepare a full and true statement
of the affairs of the corporation, which shall be submitted at the annual
meeting of the stockholders or members and filed within twenty days there-
after at the principal office of the corporation in this State, where it shall,
during the usual business hours of every business day, be open for the
inspection of every stockholder or member of the corporation.

In a suit against a stockholder for a debt of the corporation, a plea is insufficient which
alleges a failure to comply with this section (as it stood prior to act of 1908, ch. 240),
and that plaintiff during the time debt was contracted was president of the corporation.
Weber v. Fickey, 52 Md. 510.

See notes to secs. 89 and 90.

Liability of Officers and Directors.

An. Code, 1924, sec. 87. 1912, sec. 75. 1904, secs. 75, 76 and 77. 1888, secs. 67, 68 and 69.

1868, ch. 471, secs. 62, 63 and 64. 1898, ch. 228. 1908, ch. 240, sec. 50.

1931, ch. 480, sec. 87.

92. First: If any of the trustees, managers or directors of any such
corporation shall, knowingly or without making reasonable inquiry, vote
for, or assent to, the declaration of any dividend when the corporation is
insolvent, or any dividend, the payment of which would render it insolvent.
or would diminish the amount of the capital stock, and such dividend or
any part thereof shall be paid, they shall be jointly and severally liable to
the extent of such payment for all the debts of the corporation then exist-
ing, but a dividend from the surplus or the net profits of the corporation
as determined in accordance with good accounting practice shall not be
deemed to diminish the amount of the capital stock.

Second: If any loan of money shall be made by any corporation to any
stockholder or director therein, the officer or officers or director or directors
who shall make it or assent thereto shall be jointly and severally liable for
all the debts of said corporation to the extent of the loss that may result