1328                            LAWS OF MARYLAND                      [CH. 649

(1)    That the stockholders are so divided that they have failed,
for a period which includes at least two consecutive annual meeting
dates, to elect successors to directors whose terms have expired or
would have expired upon the election and qualification of their suc-
cessors.

(2)    That the acts of the directors or those in control of the
corporation are illegal, oppressive or fraudulent.

(c) In any proceeding for the dissolution of a corporation under
this section the court, within its sound judicial discretion and after
notice and hearing, (i) may appoint one or more temporary receivers
or trustees to take charge of the assets and business of the corpora-
tion if deemed necessary or appropriate to preserve the business and
assets of the corporation pending a final determination as to dis-
solution; and (ii) shall determine whether the corporation should be
dissolved. If it shall appear that the corporation should be dissolved,
the court shall make a judgment or a final order dissolving the cor-
poration, and shall order that the corporation be liquidated under its
supervision by one or more receivers appointed by the court. Any
receiver, temporary receiver or trustee shall have all the powers of a
receiver provided in Section 81 of this Article and such other
powers, including the power to continue the corporate business, as
may be provided by order or decree of the court. In any liquidation
under an order of dissolution, the court shall have power by order or
decree to provide for the distribution of assets of the corporation to
stockholders in kind, and to provide that some stockholders shall
receive cash or property of a different nature than other stock-
holders having the same type of interest, all within the sound judicial
discretion of the court.

80. Involuntary Dissolution—Insolvency.

[(a)] Any stockholder or creditor of any insolvent corporation of
this State, other than a railroad, may petition [any] a court [having
equity jurisdiction in the county in which is located the principal
office of the corporation in this State,] to dissolve the corporation.
If the corporation has been determined by judicial proceedings, or is
proved to be insolvent, the court may, for cause shown and within its
sound judicial discretion, declare the corporation dissolved and, there-
upon, the court shall appoint one or more receivers to liquidate the
corporation under the supervision of the court. [The court may
appoint as receivers any persons it may select, including any direc-
tors, officers and stockholders of the corporation.]

80A. Venue; Receivers; and Certain Procedures.

(a)    Any petition brought pursuant to Sections 79, 79A or 80 of
this Article shall be brought in any court having equity jurisdiction
in the county in which is located the principal office of the corpora-
tion in this State. The receiver or receivers appointed by the court in
any such proceeding may be any person the court may select, includ-
ing any director, officer or stockholder of the corporation.

(b)    Every decree of any court declaring a corporation of this
State dissolved shall contain a direction to the clerk of such court to
certify forthwith to the [Commission] Department that such decree
has been passed; and if such decree is later annulled, the decree of
annulment shall contain a like direction.