§ 3-515. Powers of directors on forfeiture

   (a) Directors become trustees. -- When the charter of a Maryland corporation has been forfeited, until a court appoints a receiver, the directors of the corporation become the trustees of its assets for purposes of liquidation.

(b) General powers. -- The director-trustees are vested in their capacity as trustees with full title to all the assets of the corporation. They shall:

   (1) Collect and distribute the assets, applying them to the payment, satisfaction, and discharge of existing debts and obligations of the corporation, including necessary expenses of liquidation; and

   (2) Distribute the remaining assets among the stockholders.

(c) Specific powers. -- The director-trustees may:

   (1) Carry out the contracts of the corporation;

   (2) Sell all or any part of the assets of the corporation at public or private sale;

   (3) Sue or be sued in their own names as trustees or in the name of the corporation; and

   (4) Do all other acts consistent with law and the charter of the corporation necessary or proper to liquidate the corporation and wind up its affairs.

(d) Majority governs. -- The director-trustees govern by majority vote.

HISTORY: 1975, ch. 506; 1986, ch. 593, § 2.