4414

LAWS OF MARYLAND

Ch. 820

State. The agreement containing the terms and conditions of
any proposed lease shall, after due approval by the board of
directors of each company party thereto, be submitted to the
stockholders of such one or more of said railroad companies
as shall have been incorporated under the laws of this State
at either a special meeting thereof, duly called in
accordance with the charter and bylaws of the companies
whereof they are stockholders for the consideration of the
same, or at any annual meeting thereof, likewise duly
called, and in the call for which it shall be stated that
the said agreement will be considered at such meeting[; and
if]. IF approved by a vote of not less than three fourths
of the capital stock of such company or companies
outstanding and entitled to vote, the [said] agreement shall
then be duly executed by each of the parties thereto, and,
when so executed, a copy thereof, duly certified by the
secretary of each of the companies parties thereto under
their respective corporate seals, shall be filed in the
office of the Secretary of the State of Maryland, and upon
such filing the [said] agreement and the lease thereby
effected shall become and be in full force and operation in
accordance with its terms. If any stockholder of any
company incorporated under the laws of this State who shall
not, either in person or by proxy, have voted at such
meeting of stockholders in favor of the agreement, shall be
dissatisfied with the lease thereby effected, it shall and
may be lawful for such stockholder, within thirty days after
the filing of said agreement in the office of the Secretary
of State, as hereinbefore prescribed, to apply by petition
to any judge of the circuit court for any county in this
State wherein any part of the leased railroad is situated,
[or to any judge of the Supreme Bench of Baltimore City, if
any part of said railroad be situated within the limits of
said city,] for the appointment of three disinterested
commissioners to estimate and appraise the damage, if any,
which such stockholders may suffer or sustain by reason of
the lease, and also to estimate and appraise the share or
shares of such stockholder at their market value, without
regard to any depreciation resultant from such lease, and
the award of said commissioners, or any two of them, when
confirmed by the court, shall be final and conclusive; and
thereupon the lessee company shall, at its election, either
pay to the stockholder the amount of damages appraised by
the commissioners and permit the stockholder to retain title
and possession of his shares, or shall pay to the
stockholder the value of his shares as ascertained by said
appraisement; and upon payment of the [said] last mentioned
value the stockholder shall transfer the [said] shares
absolutely to the lessee company, and the same shall be
thereafter owned, held or disposed of by the latter as its
directors may determine, authorize and direct. The
commissioners shall make their award in writing in
triplicate original, and shall deliver one of such originals
to each party and file the other with the clerk of the court
within five days after completing the same; and if either