J. MILLARD TAWES, Governor                     1627

Resolved, That the Commission so appointed be requested to report
its findings to the Legislative Council.

Approved May 4, 1965.

No. 21
(House Joint Resolution 1)

House Joint Resolution requesting the Governor of Maryland to
appoint a commission of persons to review and revise several
aspects of the corporation laws of the State of Maryland.

Whereas, A general revision of the corporation laws of the State
of Maryland was proposed to the Maryland General Assembly in
1951 by the Walsh Gubernatorial Commission appointed in 1947 for
the purpose of revising the corporation laws, and the revision was
approved by the General Assembly by Chapter 135 of 1951; and

Whereas, The Walsh Commission in its report, dated December 1,
1950, cited one area of the corporation laws which it reported it was
unable to review, and the reporter for the Commission has advised
the Legislative Council that two additional aspects of the corpora-
tion laws were not considered by the Commission because of time
limitations; and

Whereas, These subjects which are in need of revision are the
following:

1.    Membership of non-profit corporations. The Walsh Commis-
sion made the general corporation statute applicable to membership
corporations to the extent feasible and added a few provisions ap-
plicable exclusively to membership corporations. Use of membership
corporations is increasing, and it is now desirable to enact a complete
statute applicable to them in lieu of the provisions of the present
general statute.

2.    Special types of corporations. The Walsh Commission did no
work on this subject. The present provisions of the corporation law
applicable to special classes of corporations are obsolete and conflict
in several instances with the general statute. A need exists for re-
vision of the laws applicable to these corporations.

3.    Small corporations with a limited number of stockholders. No
work on this subject was done by the Walsh Commission, but other
states have adopted special statutes relating to this type of corpora-
tion. It is desirable to provide more simple procedures and statutory
requirements for these corporations than is provided by the general
statute; and

Whereas, The General Assembly recognizes the importance of
maintaining a modern and workable corporation law because of its
effect on the business community of the State and because of the
interest of the State in attracting new corporations to the State;
now, therefore, be it