1548

LAWS OF MARYLAND

[Ch. 311

IN THE ABSENCE OF ACTUAL FRAUD IN THE TRANSACTION, A
DETERMINATION BY THE BOARD OF DIRECTORS OR A STATEMENT IN
THE CHARTER AS TO THE ACTUAL VALUE OF CONSIDERATION OTHER
THAN MONEY FOR WHICH STOCK OR CONVERTIBLE SECURITIES ARE
TO BE ISSUED OR AS TO THE PROPRIETY OF ACCEPTING THAT
CONSIDERATION FOR ISSUING THE STOCK OR CONVERTIBLE
SECURITIES IS CONCLUSIVE FOR ALL PURPOSES.

(C) PENALTY.

AN OFFICER OR DIRECTOR WHO VIOLATES ANY PROVISION OF
THIS SECTION IS GUILTY OF A MISDEMEANOR AND ON CONVICTION
IS SUBJECT TO A FINE NOT EXCEEDING $5,000 OR IMPRISONMENT
NOT EXCEEDING TWO YEARS OR BOTH.

REVISOR'S NOTE: This section presently appears as
Art. 23, §63.

In subsection (a)(1) of this section, the words
"convertible securities" are added to conform
with §§2-201 and 2-204 and subsections (a) (2)
and (3) of this section. This corrects an
apparent oversight in present §6 3.

The only other changes are in style.

SUBTITLE 3. CAPITAL ACCOUNTS, DIVIDENDS, AND RETIREMENT
OF SHARES.

2-301. DEFINITION.

IN THIS SUBTITLE "INSOLVENT" MEANS THAT A
CORPORATION:

(1)       HAS DEBTS WHICH EXCEED THE FAIR VALUE OF ITS
ASSETS; OR

(2)         IS UNABLE TO MEET ITS DEBTS AS THEY MATURE IN
THE ORDINARY COURSE OF ITS BUSINESS.

REVISOR'S NOTE: This section is new language derived
without substantive change from the last
sentences of Art. 23, §§ 32(c) and 37(b). It
is added to avoid repetition.

2-302. CAPITAL ACCOUNT.

(A) REQUIRED RECORDS.

EACH CORPORATION SHALL KEEP ITS BOOKS IN A MANNER
WHICH SHOWS:

(1) THE AMOUNT AND NATURE OF THE MONEY OR
OTHER CONSIDERATION IT RECEIVES FOR THE STOCK WHICH IT