336 LAWS OF MARYLAND [CH. 135

(2) If the officers required by this section to sign and ac-
knowledge the articles of revival are unable or unwilling to
sign or acknowledge the articles, any three of the last acting
directors of the corporation may sign and acknowledge the
articles. If there are less than three directors of the corpo-
ration able and willing to act as aforesaid, any director or
stockholder may call a meeting of the stockholders by giving
notice, as required by this Article, stating the purpose thereof.
At such meeting the stockholders, or their assigns or other
successors in interest, present in person or by proxy, whether
or not sufficient to constitute a quorum, may elect a board
of not less than three directors. The directors so elected may
sign and acknowledge the articles and take all steps and do
all things necessary and proper to be done for the revival of
the existence of the corporation.

(3) The Commission shall accept the articles of revival for
record upon (i) payment of the fees required by law, (ii) the
filing of all annual reports which should have been filed by
the corporation if its charter had not been forfeited, (iii) be-
ing satisfied that payment has been made of all State and
local taxes (other than taxes on real estate) and of all in-
terest and penalties due by the corporation, irrespective of
any period of limitation otherwise prescribed by law affecting
the collection of any part of such taxes, and (iv) being satis-
fied that payment has been made of an amount equal to all
State and local taxes (other than taxes on real estate) and
of all interest and penalties which, irrespective of any period
of limitation otherwise prescribed by law affecting the collec-
tion of any part of such taxes, would have been payable by
the corporation if its charter had not been forfeited.

(b) After revival of the charter of the corporation is effect-
ed, a meeting of the stockholders of the corporation shall
forthwith be called by the president or by a director, by giv-
ing notice as required by this Article. At such meeting the
stockholders shall elect a full board of directors.

(c) The acceptance for record by the Commission of the
articles of revival shall be conclusive evidence of the payment
of the fees and taxes required to be paid, of the filing of the
reports required to be filed and of the revival of the charter
of the corporation, except in a direct proceeding by the State
for the forfeiture of the charter or in a direct proceeding by
the State or any political subdivision thereof for the enforce-
ment of any other right or remedy.

(d) Such revival of the charter of the corporation shall
validate all contracts, acts, matters and things made, done
and performed within the scope of its charter by the corpora-