960 LAWS OF MARYLAND. [CH. 466

corporation in good faith and without prejudice to the then
existing creditors of the corporation.

SEC. 5. And be it further enacted, That Section 32 of Ar-
ticle 23 of the Annotated Code of Maryland be and the same-
is hereby repealed and re-enacted with amendments so that the-
same will read as follows:

Section 32. Every corporation of this State having capital
stock (except railroads) may at any meeting duly warned in
accordance with the provisions of Section 15 of this Article,
sell, lease, or exchange all of its property and assets as an
entirety, including its good-will and franchises, to and with
any other corporation organized under the laws of this or any
other State which is duly authorized to acquire and hold such
or similar property. An agreement containing the terms and
conditions of the proposed sale, lease or exchange shall, after
approval by the Board of Directors, be submitted for the ap-
proval of the stockholders of any corporation organized under
the laws of this State which shall be a party to such agreement
at a meeting warned as aforesaid; and if approved by the
affirmative vote of two-thirds of all the stock, (or if two or
more classes of stock have been issued of two-thirds of each
class) outstanding and entitled to vote, such agreement shall
be executed and in terms and conditions performed by the
proper officers of the respective companies. Any stockholder
of any corporation organized under the laws of this State
who, at such meeting, voted against the agreement sub-
mitted, may within twenty days after such meeting (but not
afterward) make upon his corporation a written demand for
payment for his stock; and he shall be entitled to receive an
amount equal to the fair value thereof, unaffected by such
sale, purchase, lease or exchange of the corporate assets. If
the dissenting stockholder and his corporation shall fail to
agree upon the fair value of said stock (or, if having agreed,
the corporation shall fail to pay or tender the amount thereof)
the stockholder shall be entitled to file against his said cor-
poration in any Court of Equity having jurisdiction over the
same, a petition for an accounting and for the ascertainment
of the fair value of his shares, and thereupon such proceedings
shall be had as are provided by Section 31 of this Article.
The proceeding by a dissenting stockholder hereunder shall
not prevent or delay the execution and performance of any
agreement so approved by the affirmative vote of two-thirds of
the stock; but in the case of every such sale, lease, or exchange,