Ch. 281                                          LAWS OF MARYLAND

person winding up its affairs to the extent that the dividend
received by him exceeded the amount which properly could have
been paid under this article.

(b)  Any stockholder whose stock is acquired by the
corporation in a manner not permitted by this subtitle is liable
to the corporation, its receiver, or the person winding up its
affairs to the extent that the consideration paid was in
violation of this subtitle.

(c)  Any stockholder who receives any distribution, payment,
or release made contrary to the provisions of this article is
liable to the corporation, its receiver, or other person winding
up its affairs to the extent that the amount distributed, paid,
or released to him exceeded the amount which properly could have
been distributed, paid, or released under this article.]

[3-301.

(a)  (1) Subject to the provisions of § 3-302 of this
subtitle, a corporation may distribute a portion of its assets to
its stockholders as a distribution in partial liquidation.

(2) Except to the extent the charter of the
corporation provides otherwise, this section governs the
procedure for a distribution in partial liquidation.

(b)  The board of directors of a corporation proposing a
distribution in partial liquidation shall:

(1)  Adopt a resolution which:

(i) Declares that the distribution in partial
liquidation is advisable; and

(ii) If the distribution is to be made in
property, states the aggregate value of the property and the
value of the distribution per share; and

(2)  Direct that the proposed transaction be submitted
for consideration at either an annual or a special meeting of the
stockholders.

(c)  Notice which states that a purpose of the meeting will
be to act on the proposed distribution in partial liquidation
shall be given by the corporation in the manner required by Title
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.

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