Section 3-403 - Approval of voluntary dissolution - Stock outstanding or subscribed for. - Maryland Statutes

§ 3-403. Approval of voluntary dissolution - Stock outstanding or subscribed for.
 

(a)  In general.- If there is any stock entitled to be voted on the dissolution either outstanding or subscribed for, the dissolution shall be approved as provided in this section. 

(b)  Directors' action.- Except as provided in § 2-112 of this article, a majority of the entire board of directors of a corporation proposing to dissolve shall: 

(1) Adopt a resolution which declares that dissolution of the corporation is advisable; and 

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

(c)  Notice to stockholders.- Notice which states that a purpose of the meeting will be to act on the proposed dissolution 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 dissolution. 

(d)  Stockholder approval.- The proposed dissolution 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. 
 

[An. Code 1957, art. 23, § 76; 1975, ch. 311, § 2; 1999, ch. 453.]