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Session Laws, 1967
Volume 681, Page 1340   View pdf image (33K)
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1340                             LAWS OF MARYLAND                        [CH. 649

the by-laws, the minutes of the proceedings of the stockholders and
directors, any annual statement of affairs of the corporation, the
stock ledger, the corporation's books of account, and any other
records or documents of the corporation relevant to its business and
affairs.

(b) Any stockholder of a close corporation may, once during each
calendar year, present to any officer of the corporation a written
request for a statement of its affairs, and it shall be the duty of the
corporation to prepare and to have available on file at the principal
office of the corporation within twenty days after such request, such a
statement sworn to by the president or a vice-president or by the
treasurer or an assistant treasurer, setting forth in reasonable detail
its assets and liabilities as of a reasonably current date.

109. Judicial Dissolution—Close Corporations.

(a)    In addition to the right to petition for dissolution provided
in Section 79 A of this Article, any stockholder of a close corporation
may petition a court of equity of the county in which the principal
office of the corporation is located, for dissolution of the corporation
on the ground that there is such internal dissension among the
stockholders of the corporation that the business and affairs of the
corporation can no longer be conducted to the advantage of the
stockholders generally.

(b)    Any proceeding for dissolution of a close corporation
authorized by this Section shall be in accordance with the provi-
sions of Section 79A (c) of this Article.

(c)    Any one or more stockholders desiring to continue the busi-
ness of a close corporation may avoid the dissolution of the corpora-
tion or the appointment of a receiver under this Section or under
Section 79A of this Article by electing to purchase the shares of
stock owned by the petitioner at a price equal to their fair value. If
stockholders making such election are unable to reach an agreement
with the petitioner as to the fair value of his shares, the court shall,
upon the stockholders' giving bond or other security sufficient to
assure to the petitioner payment of the value of his shares, stay the
proceeding and proceed to determine the value of the shares,
in accordance with the procedure set forth in Section 73
(f) of this Article, as of the close of business on the day on which the
petition for dissolution was filed. Upon determining the fair value
of the stock, the court shall set forth in its order directing that the
stock be purchased, the purchase price and the time within which
the payment shall be made, and may decree such other terms and
conditions of sale as it determines to be appropriate, including pay-
ment of the purchase price in instalments extending over a period of
timer
, AND THE ALLOCATION OF SHARES AMONG STOCK-
HOLDERS ELECTING TO PURCHASE THEM. The petitioner shall
be entitled to interest on the purchase price of his shares from the date
of the filing of the election for a determination of appraised value and
all other rights of the petitioner as an owner of the shares shall
terminate at such date. The costs of the proceeding shall be de-
termined by the court and shall be divided between the petitioner
and the purchasing stockholders. Costs shall include reasonable com-
pensation and expenses of appraisers but shall not include fees and
expenses of counsel or of experts retained by a party. Upon full


 

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Session Laws, 1967
Volume 681, Page 1340   View pdf image (33K)
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