THEODORE R. MCKELDIN, GOVERNOR 327

determined from the books of the corporation shall be dis-
closed to the stockholders receiving the same prior to or con-
currently with the payment thereof.

(b) Every distribution in partial liquidation by any cor-
poration of this State shall be made in the manner authorized
by the charter or, in the absence of any charter provision re-
lating thereto, in the manner following:

(1) The board of directors shall adopt a resolution de-
claring that the liquidating distribution is advisable and
directing that the proposal be submitted for action thereon
at either an annual or a special meeting of stockholders.

(2) Notice stating that a purpose of the meeting will be
to take action on the proposed distribution shall be given, as
required by this Article, to all stockholders entitled to vote
thereon.

(3) The proposed distribution shall be authorized by the
stockholders by the affirmative vote of two thirds of all the
votes entitled to be cast thereon or, if two or more classes of
stock are entitled to vote separately thereon, then by two-
thirds of each class.

(c) If the liquidating distribution is to be made in prop-
erty, the value of such property, together with the value of
the distribution per share, shall be stated by the directors.

(d) To the extent that any distribution to stockholders

is paid out of earned surplus it shall not be deemed to be a

distribution in partial liquidation under this section.

71. (Reorganization. ) (a) Whenever a plan of reorganiza-
tion of a corporation of this State includes a provision for
corporate action which, under the provisions of this Article,
may be taken by a vote of the board of directors or by a vote
of the stockholders or by a recommendation of the board of
directors and a vote of the stockholders and, pursuant to a
final order or decree of a court having jurisdiction, such pro-
vision has become binding on the stockholders of the corpo-
ration, the board of directors without a vote of the stock-
holders or, if there is a trustee or receiver of the corporation,
such trustee or receiver without a vote of the board of direc-
tors or a vote of the stockholders, shall have full power and
authority to take all action necessary to carry out such pro-
vision.

(b) Any charter papers required to be filed with the Com-
mission to make such provision effective shall state that the
provision (1) was made in accordance with a plan of reor-