MARVIN MANDEL, Governor

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(2) DISTRIBUTE THE REMAINING ASSETS AMONG THE
STOCKHOLDERS.

(C)   SPECIFIC POWERS,

THE DIRECTOR-TRUSTEES MAY:

(1)    CARRY OUT THE CONTRACTS OF THE
CORPORATION;

(2)   SELL ALL OR ANY PART OF THE ASSETS OF THE
CORPORATION AT PUBLIC OR PRIVATE SALE;

(3)    SUE OR BE SUED IN THEIR OWN NAMES AS
TRUSTEES OR IN THE NAME OF THE CORPORATION; AND

(4) DO ALL OTHER ACTS CONSISTENT WITH LAW AND
THE CHARTER OF THE CORPORATION NECESSARY OR PROPER TO
LIQUIDATE THE CORPORATION AND WIND UP ITS AFFAIRS,

(D)   MAJORITY GOVERNS.

THE DIRECTOR-TRUSTEES GOVERN BY MAJORITY VOTE.

REVISOR'S NOTE: This section is new language derived
without substantive change from Art. 23, §78.

The provision terminating the authority of
director—trustees on appointment of a receiver
now appears in §3—411(c).

This section, as revised, clarifies that it is
applicable only to voluntary dissolutions.

For the definition of "assets," see §1—101.

3-411. APPOINTMENT OF RECEIVER IN VOLUNTARY DISSOLUTION.

(A)   WHO MAY FILE PETITION.

A DIRECTOR, STOCKHOLDER, OR CREDITOR OF A MARYLAND
CORPORATION WHICH IS DISSOLVING VOLUNTARILY MAY PETITION
A COURT OF EQUITY TO TAKE JURISDICTION OF THE LIQUIDATION
OF THE CORPORATION.

(B)       POWER OF COURT.

AFTER NOTICE AND HEARING, THE COURT FOR GOOD CAUSE
SHOWN MAY ORDER THE CORPORATION LIQUIDATED UNDER COURT
SUPERVISION EITHER BY THE DIRECTORS AS TRUSTEES OR BY ONE
OR MORE RECEIVERS APPOINTED BY THE COURT.

(C) EFFECT OF APPOINTMENT OF RECEIVER.