328 LAWS OF MARYLAND [CH. 135

ganization pursuant to a final order or decree of a court hav-
ing jurisdiction, designating the name of the court, the title
of the proceedings, and the docket number thereof, and (2)
was approved by the board of directors or by the trustee or
receiver, as the case may be. If such action is taken by the
trustee or receiver, the charter papers may be signed and ac-
knowledged in the name and on behalf of the corporation by
such trustee or receiver and no other execution, acknowledg-
ment or affidavit on its behalf shall be required.

DISSOLUTION

72. (Procedure for Voluntary Dissolution. ) (a) Any corpo-
ration of this State having capital stock may be dissolved in
the manner following:

(1) If there are no shares entitled to vote on the dissolu-
tion of the corporation either outstanding or subscribed for,
dissolution may be authorized (i) by resolution adopted by
a majority of the entire board of directors, or (ii) if such ac-
tion is taken prior to the first meeting of the board of direc-
tors, by resolution adopted by a majority of the incorporators
who signed the original articles of incorporation.

(2) If there are shares entitled to vote on the dissolution
of the corporation either outstanding or subscribed for, (i) a
majority of the entire board of directors shall adopt a re-
solution declaring that dissolution of the corporation is ad-
visable, and shall direct that the proposed dissolution be sub-
mitted for action thereon at either an annual meeting or a
special meeting of the stockholders of the corporation; (ii)
notice stating that a purpose of the meeting will be to take
action upon the proposed dissolution of the corporation shall
be given, as required by this Article, to all stockholders of
the corporation entitled to vote thereon; and (iii) the pro-
posed dissolution 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 en-
titled to vote separately thereon, then by two-thirds of each
class.

(3) Within thirty days of the date of such authorization,
notice that dissolution of the corporation has been duly au-
thorized pursuant to this section shall be mailed by the corpo-
ration to all known creditors at their respective post office
addresses according to the records of the corporation.

(4) On or after the twentieth day following the mailing
of the aforesaid notice, but not before if there are any known
creditors, the corporation shall file for record with the Com-