1646

LAWS OF MARYLAND

[Ch. 311

THE AUTHORITY OF THE DIRECTOR-TRUSTEES TERMINATES
WHEN A COURT APPOINTS A RECEIVER.

REVISOR'S NOTE: Subsections (a) and (b) of this
section presently appear as Art. 23, §79.

Subsection (c) of this section is new language
derived without substantive change from the
clause in the first sentence of present §
78(b) which terminates the powers of
director—trustees on appointment of a
receiver,

The limited venue provision in present §
80A(a) is deleted since it is covered by CJ
§6—201, which is somewhat broader.

Reference to "sound judicial discretion" is
deleted since the word "may" is discretionary.
A court of equity always has discretion which
is presumed sound. Furthermore, Maryland
Courts, unlike those of some other states,
draw no distinction between "sound" discretion
and "ordinary" discretion.

The only other changes are in style.

3-412. DISTRIBUTIONS TO STOCKHOLDERS IN VOLUNTARY
DISSOLUTION.

(A)   NOTICE TO STOCKHOLDERS TO PROVE INTEREST.

IF A MARYLAND CORPORATION IS VOLUNTARILY DISSOLVED
AND ASSETS ARE AVAILABLE FOR DISTRIBUTION TO
STOCKHOLDERS, THE DIRECTOR-TRUSTEES OR RECEIVER MAY
NOTIFY THE STOCKHOLDERS TO PROVE THEIR INTERESTS WITHIN A
SPECIFIED TIME AT LEAST 60 DAYS AFTER THE DATE OF THE
NOTICE. THE NOTICE SHALL BE HAILED TO EACH STOCKHOLDER
AT HIS ADDRESS AS IT APPEARS ON THE RECORDS OF THE
CORPORATION AND PUBLISHED AT LEAST ONCE A WEEK FOR THREE
SUCCESSIVE WEEKS IN A NEWSPAPER OF GENERAL CIRCULATION
PUBLISHED IN THE COUNTY IN WHICH THE PRINCIPAL OFFICE OF
THE CORPORATION IS LOCATED. THE DATE OF THE NOTICE IS
THE LATER OF THE DATE OF MAILING OR THE DATE OF FIRST
PUBLICATION.

(B)   DISTRIBUTION OF PRO RATA SHARES.

AFTER THE EXPIRATION OF THE TIME SPECIFIED IN THE
NOTICE, THE DIRECTORS-TRUSTEES OR RECEIVER MAY DISTRIBUTE
TO EACH STOCKHOLDER WHO HAS PROVED HIS INTEREST HIS
PROPORTIONATE SHARE OF THE ASSETS, RESERVING THE SHARES
OF THOSE WHO HAVE NOT PROVED THEIR INTERESTS.
THEREAFTER, THE DIRECTOR-TRUSTEES OR RECEIVER MAY INCUR