1336                            LAWS OF MARYLAND                      [CH. 649

(6)    the persons who shall be directors and officers of the cor-
poration; and

(7)    the payment of dividends or division of profits.

Such stockholders' agreement shall be embodied in the charter, the
by-laws or a written instrument signed by all of the stockholders of
the corporation.

(b)    A stockholders' agreement authorized by this section shall
not be amended except by the unanimous written consent of all
STOCKHOLDERS THEN parties to the agreement.

(c)    A stockholder who acquires his stock after a stockholders'
agreement authorized by this section has become effective, shall be
deemed to have actually assented to, and shall be a party to, such
agreement if at the time of acquiring his stock the stockholder has ac-
tual knowledge of the existence of the agreement; provided, however,
that any stockholder whose stock was acquired by gift or bequest from
a person who was a party to a stockholders' agreement authorized by
this section, shall be deemed to have actually assented to, and shall be
a party to, such stockholders' agreement whether or not he had knowl-
edge of such agreement at the time of acquiring his stock.

(d) Clear reference to the existence of a stockholders' agreement

authorized by this section shall appear (1) in the charter of the

corporation if the agreement is not itself embodied in the charter,

and (2) upon each certificate of issued and outstanding stock of the

corporation. Failure of the charter or a certificate of stock to contain
a clear reference to the existence of a stockholder's agreement shall
not affect the validity of such agreement as between the parties to it.

(e) (D) A stockholders' agreement authorized by this section may,
in the discretion of a court of equity, be enforced by injunction or by
such other relief as the court may determine to be fair and appro-
priate in the circumstances. As an alternative to the granting of an
injunction or other equitable relief, the court may, upon the motion
of a party to the proceeding, order dissolution of the corporation
under the provisions of Section 109 (b) and (c) of this Article.

(f) (E) Nothing in this section shall affect otherwise valid stock-
holder or director actions or agreements among stockholders of a close
or other corporation.

105. Board of Directors Not Required—Close Corporations.

(a) A close corporation may, by its charter, provide that it will
have no board of directors, in which case:

(1)    The business and affairs of the corporation shall be managed
by direct action of the stockholders of the corporation and all powers
given to directors by this Article or otherwise by law, may be
exercised by the stockholders.

(2)    The stockholders of the corporation shall be responsible for
taking any action required by this Article or otherwise by law to be
taken by the board of directors.

(3) Any action under this Article requiring for its validity both
a director resolution and a vote of stockholders may be validly taken
by the required stockholder vote alone without the necessity of a
prior director resolution.