WILLIAM DONALD SCHAEFER, Governor                   Ch. 280

2 of this article to each stockholder entitled to vote on the
proposed transaction.

(d)  The proposed distribution in partial liquidation 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.

(e)  The corporation shall identify each distribution when
made as a distribution in partial liquidation. Not later than at
the time of its payment, the corporation shall disclose the value
of the distribution per share, as determined from the books of
the corporation, to each stockholder entitled to receive
payment.]

[3-302.

A distribution in partial liquidation may not be declared or
made if:

(1)  The debts of the corporation exceed its assets
taken at fair value, the corporation is unable to meet its debts
as they mature in the ordinary course of business, or the payment
of the distribution would cause either of these results;

(2)  The stated capital of the corporation is impaired
or the payment of the distribution would impair its stated
capital, except that distributions may be declared and paid out
of surplus, including surplus arising from a reduction in stated
capital;

(3)  All accumulated dividends on classes of stock of
the corporation entitled to cumulative preferential dividends
have not been fully paid or provided for, unless the distribution
is made to the holders of stock having preferential rights in the
order and to the extent of their respective priorities; or

(4)  The payment of the distribution would reduce the
remaining net assets of the corporation below the aggregate
preferential amount payable in the event of voluntary liquidation
to the holders of stock having preferential rights, unless the
distribution is made to the holders of this stock in the order
and to the extent of their respective priorities.]

4-303.

If there is an election to have no board of directors:

(7) The special liabilities imposed on directors by §
[2-315 (b), (c), and (d)] 2-312(A) of this article and the
provisions of §§ [2-315 (e) and (f)] 2-312(B) and 2-410 of this
article apply to the stockholders of the corporation and, for

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