1648

LAWS OF MARYLAND

[Ch. 311

enacted by Ch. 135, Acts of 1951, to the
extent of any inconsistency. Nevertheless,
since that act applies only to intangible
personal property, this section is retained to
cover any situation involving other types of
property.

The only other changes are in style.

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

3-413. INVOLUNTARY DISSOLUTION; ACTION BY STOCKHOLDERS
OR CREDITORS.

(A)   BY STOCKHOLDERS WITH 25 PERCENT VOTING POWER.

STOCKHOLDERS ENTITLED TO CAST AT LEAST 25 PERCENT
OF ALL THE VOTES ENTITLED TO BE CAST IN THE ELECTION OF
DIRECTORS OF A CORPORATION MAY PETITION A COURT OF EQUITY
TO DISSOLVE THE CORPORATION ON GROUNDS THAT:

(1)     THE DIRECTORS ARE SO DIVIDED RESPECTING
THE MANAGEMENT OF THE CORPORATION'S AFFAIRS THAT THE
VOTES REQUIRED FOR ACTION BY THE BOARD CANNOT BE
OBTAINED; OR

(2)    THE STOCKHOLDERS ARE SO DIVIDED THAT
DIRECTORS CANNOT BE ELECTED.

(B)   BY ANY STOCKHOLDER WITH VOTING POWER.

ANY STOCKHOLDER ENTITLED TO VOTE IN THE ELECTION OF
DIRECTORS OF A CORPORATION MAY PETITION A COURT OF EQUITY
TO DISSOLVE THE CORPORATION ON GROUNDS THAT:

(1)     THE STOCKHOLDERS ARE SO DIVIDED THAT
THEY HAVE FAILED, FOR A PERIOD WHICH INCLUDES AT LEAST
TWO CONSECUTIVE ANNUAL MEETING DATES, TO ELECT SUCCESSORS
TO DIRECTORS WHOSE TERMS WOULD HAVE EXPIRED ON THE
ELECTION AND QUALIFICATION OF THEIR SUCCESSORS; OR

(2)    THE ACTS OF THE DIRECTORS OR THOSE IN
CONTROL OF THE CORPORATION ARE ILLEGAL, OPPRESSIVE, OR
FRAUDULENT.

(C)   BY ANY STOCKHOLDER OR CREDITOR.

ANY STOCKHOLDER OR CREDITOR OF A CORPORATION OTHER
THAN A RAILROAD CORPORATION MAY PETITION A COURT OF
EQUITY TO DISSOLVE THE CORPORATION ON GROUNDS THAT IT IS
UNABLE TO MEET ITS DEBTS AS THEY MATURE IN THE ORDINARY
COURSE OF ITS BUSINESS.