CORPORATIONS 823

An. Code, 1924, sec. 89. 1912, 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.

94. 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
court shall direct, in some newspaper published in the county or city in
which such court is held; if an answer shall be filed to such petition, evi-
dence shall be taken in the manner usual in courts of equity; if no answer is
filed, or if upon consideration of the petition, answer and proof, the court
shall be of opinion that no sufficient cause against a dissolution has been
shown, a decree shall be entered dissolving the said corporation and appoint-
ing one or more receivers of its estate and effects, if any; and any of the
directors or other officers or any of the stockholders or members of the cor-
poration may be appointed its receivers or such other person or persons
as the court may select.

Sec. 381 of the Code of 1904, referred to in deciding that the right of removal does
not apply to proceedings for the forfeiture of chartered franchises. Bel Air Club v.
State, 74 Md. 301.

Cited but not construed in Preston v. Poe, 116 Md. 6.

See notes to secs. 93 and 97.

An. Code, 1924, sec. 90. 1912, sec. 77A. 1916, ch. 596, sec. 77A.

95. Upon the making of any decree dissolving a corporation, the Clerk
of the Court making such decree shall forthwith certify to the State Tax
Commission that such decree has been made, and in case such decree should
be annulled, the Clerk of the Court shall forthwith so certify to the said
State Tax Commission.

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

96. 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 18 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 itS 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