1152 LAWS OF MARYLAND. [CH. 551

or, if no stock is outstanding and entitled to vote, that such
is the fact and that dissolution has been duly authorized
by the board of directors or by the incorporators, as the
case may be; and (e) that notice that dissolution of the
corporation has been authorized pursuant to the provisions
of this Section was mailed to all known creditors at their
addresses according to the records of the corporation not
less than twenty days before the date of such articles of
dissolution.

(3) When such articles of dissolution have been deliv-
ered to the State Tax Commission with the recording fee,
for which provision is hereinafter made, and not before,
the corporation shall be deemed to be dissolved, provided,
however, that the corporation shall continue for the purpose
of paying, satisfying and discharging any existing liabili-
ties or obligations, collecting and distributing its assets
and doing all other acts required to adjust and wind up its
business and affairs. For such purpose the directors shall,
unless and until a receiver or receivers of the property,
estate and effects shall be appointed as hereinafter provided,
become and be trustees for the creditors and stockholders
or members of the corporation so dissolved, with all the
title, powers, duties and liabilities provided in Section 95
of this Article, including the power to carry out the con-
tracts of the corporation, to sell its assets at public or
private sale and to sue or be sued in their own names as
trustees or (notwithstanding its dissolution) in the name of
the corporation. The will of a majority of the directors shall
govern. Failure to mail notice that dissolution has been
authorized or to publish notice of dissolution as required
by this Section shall not invalidate a dissolution under this
Section.

(4. ) When any corporation of this State shall be dis-
solved pursuant to the provisions of this Section, applica-
tion for the appointment of a receiver or receivers of its
property, effects and estate may be made by any director,
stockholder or creditor of the corporation by bill filed in a
court of equity of the county or city in which the principal
office of the corporation is located, and, after a hearing
according to the practice of courts of equity in this State,
the court may, for cause shown and within its sound judi-
cial discretion, appoint one or more receivers. A receiver
or receivers so appointed shall be vested with and shall
have all the powers and duties of a receiver or receivers of
the property, effects and estate of a corporation dissolved
by decree of court, including the power to enforce any
obligations or liabilities to the corporation, and shall pro-