MARVIN MANDEL, Governor

1639

(B) DIRECTORS' ACTION.

A MAJORITY OF THE ENTIRE BOARD OF DIRECTORS OF A
CORPORATION PROPOSING TO DISSOLVE SHALL:

(1) ADOPT A RESOLUTION WHICH DECLARES THAT
DISSOLUTION OF THE CORPORATION IS ADVISABLE; AND

(2) DIRECT THAT THE PROPOSED DISSOLUTION BE
SUBMITTED FOR CONSIDERATION AT EITHER All ANNUAL OR A
SPECIAL MEETING OF THE STOCKHOLDERS.

[[(B)]] (C) NOTICE TO STOCKHOLDERS.

NOTICE WHICH STATES THAT A PURPOSE OF THE MEETING
WILL BE TO ACT ON THE PROPOSED DISSOLUTION SHALL BE GIVEN
BY THE CORPORATION IN THE MANNER REQUIRED BY TITLE 2 OF
THIS ARTICLE TO EACH STOCKHOLDER ENTITLED TO VOTE ON THE
PROPOSED DISSOLUTION.

[[ (C)]] (D) STOCKHOLDER APPROVAL.

THE PROPOSED DISSOLUTION SHALL BE APPROVED BY THE
STOCKHOLDERS OF THE CORPORATION BY THE AFFIRMATIVE VOTE
OF TWO-THIRDS OF ALL THE VOTES ENTITLED TO BE CAST ON THE
MATTER.

REVISOR'S NOTE: This section is new language derived
from Art. 23, §76(a)(2). It is standard
language used in this article; in this regard,
see revisor's note to §2—306.

For provisions governing approval when two or
more classes of stock are entitled to vote
separately, see §2—506 of this article.

3-404. NOTICE TO CREDITORS IN VOLUNTARY DISSOLUTION.

WITHIN 30 DAYS AFTER THE DATE OF APPROVAL, THE
CORPORATION SHALL MAIL NOTICE THAT DISSOLUTION OF THE
CORPORATION HAS BEEN APPROVED TO ALL ITS KNOWN CREDITORS
AT THEIR ADDRESSES AS SHOWN ON THE RECORDS OF THE
CORPORATION.

REVISOR'S NOTE: This section presently appears as
Art. 23, §76 (a)(3).

The only changes are in style.

For the definitions of "address" and "mail"
see §1—101.

3-405. ABANDONMENT OF VOLUNTARY DISSOLUTION.