1950                             Laws of Maryland                       Ch. 689

CHAPTER 689
(House Bill 18)

AN ACT to repeal and re-enact, with amendments, Sections 28, 44
(b), 65(a), 66(a), 67, 68(a)(6), 69(a)(5), 69(a)(6), 69(a)(9),
73(a), 101(a), and 105(a) of Article 23 of the Annotated Code of
Maryland (1966 Replacement Volume and 1968 1969 Supplement),
title "Corporations," subtitles "Capital Stock and Stockholders,"
"Consolidated Merger and Other Transfers of Property," and
"Close Corporations"; and to add a new Section 44(e) thereto to
follow immediately after Section 44(d) thereof, amending the cor-
poration laws of this State with respect to "Capital Stock and
Stockholders," "Consolidation Mergers and other Transfers of
Property," and "Close Corporations," and generally amending the
corporation laws of this State.

Section 1. Be it enacted by the General Assembly of Maryland,
That Sections 28, 44(b), 65(a), 66(a), 67, 68(a)(6), 69(a)(5), 69
(a)(6), 69(a)(9), 73(a), 101(a), and 105(a) of Article 23 of the
Annotated Code of Maryland (1966 Replacement Volume and 1968
1969 Supplement), title "Corporation," subtitles "Capital Stock and
Stockholders," "Consolidation Merger and Other Transfers of Prop-
erty," and "Close Corporations"; and to add a new Section 44(e)
thereto to follow immediately after Section 44(d) thereof, and all to
read as follows:

28.

[A corporation may, but shall not be obliged to, issue a certificate
for a fractional share of stock, and by action of its board of directors,
may issue in lieu thereof] A corporation may, but shall not be obliged
to, (i) issue fractions of a share, (ii) eliminate fractional interests
by rounding off to full shares, (iii) arrange for the disposition of
fractional interests by those entitled thereto, (iv) pay in cash the
fair value of fractions of a share as of the time when those entitled
to receive such fractions are determined, or (v) issue scrip or other
evidence of ownership which shall entitle the holder to receive a
certificate for a full share upon the surrender of such scrip or other
evidence of ownership aggregating a full share, but which shall not,
unless otherwise provided, entitle the holder to exercise any voting
right, or to receive dividends thereon or to participate in any of the
assets of the corporation in the event of liquidation. The board of
directors may cause such scrip or evidence of ownership to be issued
subject to the condition that it shall become void if not exchanged for
certificates representing full shares before a specified date or subject
to the condition that the shares for which such scrip or evidence of
ownership is exchangeable may be sold by the corporation and the
proceeds thereof distributed to the holders of such scrip or evidence
of ownership, or subject to any other reasonable conditions which
the board of directors deem advisable, including provision for for-
feiture of such proceeds to the corporation if not claimed within a
period of not less than three years after the date of the original
issuance of the scrip certificates.