1320                           LAWS OF MARYLAND                      [CH. 649

52. Board of Directors.

[(e) Whenever by reason of any equally divided vote of the stock-
holders, there is a failure to elect directors and such failure occurs
at two successive annual elections, a court of equity in the county in
which is located the principal office of the corporation in this state,
on application of any stockholder, may, in its discretion, appoint one
or more receivers of and for such corporation, with all the powers of
a receiver appointed pursuant to this article and, in addition thereto,
the power to continue the corporate business until otherwise ordered
by said court.]

62.    Liability of Directors and Officers.

(a) (4) Directors and officers of a corporation who make, vote for
or assent to the making of any loan to an officer[,] or director [or
stockholder] thereof, shall be jointly and severally liable to the cor-
poration for the amount of such loan until the repayment thereof;
but this paragraph shall not apply to loans made in the ordinary
course of business upon usual and customary terms by any [building
or homestead] association as defined in Section 16IB (a) of this
Article, by any corporation whose principal business is to [loan]
lend money [on real or personal property], by any corporation
receiving and authorized to receive money on deposit, or by any [life]
insurance company [with respect to loans upon its policies] if such
loan is not prohibited by Article 48A, or to advances made in good
faith for expenses in connection with a proceeding as to which the offi-
cer or director would, in the absence of an ultimate adverse determi-
nation, be entitled to indemnification by the corporation pursuant to
provisions made under the authority of Section 64 of this Article.

63.    Criminal Penalty for Unauthorized Issuance of Stock.

[ (3) Makes or consents to the making of any false representation
in a statement in respect of the issuance of shares of stock or con-
vertible securities of the corporation, delivered for record to the Com-
sion; or]

[(4)] (3) Makes or consents to the making of any false state-
ment in the entries in respect of the issuance of shares of stock or
convertible securities of the corporation, required by law to be made
in the books of the corporation;

64.    Indemnification of Directors and Officers.

(a) Any corporation of this State may (i) indemnify any per-
son who is serving or has served as a director or officer of the cor-
poration or, at its request, as a director or officer of another corpora-
tion in which it owns shares of capital stock or of which it is a
creditor, against expenses actually and [necessarily] reasonably
incurred by him in connection with the defense of any action, suit or
proceeding, civil, criminal or administrative, in which he is made a
party by reason of being or having been a director or officer of the
corporation, or of such other corporation, except in relation to mat-
ters as to which such person is adjudged in such action, suit or pro-
ceeding [s] to be liable for negligence or misconduct in the perform-
ance of duty [. Such indemnification shall not be deemed exclusive
of any other rights to which any person may be entitled, under any
by-law, agreement, vote of stockholders, or otherwise.] to the cor-