1318                           LAWS OF MARYLAND                      [CH. 649

(b)    [The corporation shall hold each year, at such time as may
be provided in the by-laws, an] An annual meeting of the stock-
holders for the election of directors and the transaction of any busi-
ness within the powers of the corporation[.] shall be held each year.
The meeting shall be held at such time as may be provided in the
by-laws or at such time as may be fixed by the board of directors
within such period, not exceeding thirty-one days' duration, as
shall be specified in the by-laws. Failure to hold an annual meeting
at the designated time shall not invalidate the corporate existence or
affect otherwise valid corporate acts. Any business of the corpora-
tion may be transacted at an annual meeting without being specially
designated in the notice, except such business as is specifically re-
quired by the provisions of this Article to be stated in the notice.

40. Fixing Record Date and Closing of Transfer Books.

(c) (2) The record date for the determination of stockholders
entitled to receive payment of a dividend or an allotment of any rights
shall be at the close of business on the day on which the resolution of
the board of directors, declaring the dividend or allotment of rights,
is adopted; provided that the payment or allotment date shall not be
more than forty days after the date of the adoption of such resolution.

Sec. 6. And be it further enacted, That Sections 49(a), 50 and
51(a) of Article 23 of the Annotated Code of Maryland (1957 Edi-
tion), title "Corporations," subheading "I. Stock Corporations," sub-
title "By-Laws, Books and Records," be and they are hereby repealed
and re-enacted with amendments, to read as follows; and that a new
subsection (c) of said Article, title, subheading and subtitle be and
the same is hereby added to said Section 49, to follow immediately
after Section 49 (b) and to read as follows; and that the title of said
subtitle be deleted and the following enacted in lieu thereof:

[By-Laws, Books and Records]

By-Laws, Books, Accounts, Records and Stockholders' Rights
of Inspection and to Information

49. Books, Records and Accounts.

(a) Every corporation shall keep correct and complete books and
records of accounts and of its transactions and minutes of the pro-
ceedings of its stockholders and board of directors and of [the] any
executive or other committee[,] when exercising powers of the board
of directors [if any]. Any such books or records may be in written
form or in any other form capable of being converted into written
form within a reasonable time for visual inspection. Minutes shall be
recorded in written form but may be maintained in the form of a
reproduction thereof.

(c) Unless otherwise specifically required by a provision of this
Article, any determination required or permitted to be made under
any provision of this Article, relating to stated capital, capital sur-
plus, surplus or earned surplus, or any other account or matter re-
lating to the financial position or results of operations of a corpora-
tion of this State, shall be prima facie proper and in accordance with
this Article if made in good faith in accordance with generally
accepted accounting practices and principles.