550 CORPORATIONS. [ART. 23

sealed with its seal—which shall certify the number of shares owned
by him in such corporation. All certificates for stock which is restricted
or limited as to its transferability or voting powers, or which is pre-
ferred or limited as to its dividends, or as to its share of the principal
upon dissolution—shall have a statement of such restriction, limitation
or preference plainly stated thereon.

As to the capital stock of railroad companies, see sec. 264, et seq.

As to the capital stock of Insurance companies, see sec. 203.

As to the capital stock of surety companies, see sec. 379.

As to the capital stock of mining companies, see sec. 245.

1904, art. 23, sec. 408. 1888, art. 23, sec. 294. 1868, ch. 471, sec. 219.
1880, ch. 474. 1908, ch. 240, sec. 34.

34. Every corporation may create two or more classes of stock with
such preferences, voting powers, restrictions and qualifications thereof
as shall be expressed in the certificate of incorporation or by any amend-
ment to its charter or certificate which may be adopted in accordance
with the provisions of this article. And by articles of amendment, any
increased stock, and any unissued or reissued part of the original
authorized issue, may be so classified. Such preferred stock may, if
desired, be made subject to redemption at not less than par at a time
and price to be expressed in the certificate of incorporation or articles
of amendment; and it may be provided that the holders thereof shall
receive and that the corporation shall be bound to pay a fixed annual
dividend to be expressed in the said certificate or articles of amendment,
payable quarterly, half yearly or yearly before any dividend shall be
set apart for or paid to the holders of the common stock; and such divi-
dends may be made cumulative; and such stock may be preferred over
the common stock as to its distributive share of the assets of the corpora-
tion upon dissolution; but in case of insolvency, the debts and other
liabilities of the corporation shall be paid before the holders of such
preferred stock shall receive anything. Nothing in the laws of this
State shall bo so construed as to limit the dividend on such preferred
stock to six per cent, per annum if a greater or less dividend is provided
to be paid on such stock.

Stock issued under section 408 of the code of 1904 and called "preferred
stock," held not to be ordinary preferred stock, but that the holders thereof,
by virtue of the act of 1880. ch. 474, acquired a lien on the franchises and
property of the corporation which gave them priority as to such franchises
and property over general creditors, but not as to merchandise manufac-
tured and sold or the proceeds thereof, nor as to insurance and rents col-
lected. Change in this section wrought by the act of 1880, ch. 474—the
latter act held valid. As between creditors and the holders of ordinary pre-
ferred stock, the former have priority in the distribution of assets. Heller v.
Marine Bank, 89 Md. 608; Leviuess v. Consol. Gas Co., 114 Md. 572. And
see Baltimore, etc., Ry. Co. v. Godeffroy, 182 Fed. 525 (dissenting opinion).

The lien of preferred stockholders under section 408 of the code of 1904,
held to be dischargeable as to any particular part of the corporate prop-
erty under a decree of a court of equity in a proceeding in which fairly-
selected representatives of the preferred stockholders are parties, and in
which the reasonable necessity for a sale is alleged and proven, and suitable
provision made for the protection of the lienors relative to the proceeds of
sale. Such lien is a fixed and not a floating charge, and is not Intended only