210 CORPORATIONS. [ART. 23

the City of Baltimore, or in such securities as may be prescribed by the
insurance laws of this State, and deposited with the proper official of
this Stale to guarantee the payment of policies issued by said company,
and until the insurance commissioner shall, upon request, value the
assets of the said company, and its outstanding policies, and shall give
his certificate that the admitted assets of said company, including its
capital stock, are sufficient to provide reserve upon all outstanding
policies as required by the laws of this State in relation to insurance
companies, over and above all other bona fide debts and claims against
it. Upon the receipt of such certificate from the insurance commis-
sioner, the stockholders may elect from among themselves not less than
five or more than twenty-five directors to hold office until the ensuing
annual meeting or until their successors shall have been duly elected and
qualified, and the directors so elected shall have and they are hereby
authorized to exercise all the rights and powers proper to be exercised
by the directors of such stock company under the laws of this State.

The insurance commissioner upon request, and upon payment to him
at the usual rates of the cost of such work, shall ascertain and certify
the proportionate interest in the assets of the mutual corporation before
its reorganization as a stock company, of each of the members of the
mutual company who may refuse to assent to the change of said com-
pany into a stock company; but the interest of no member so dissenting
shall be valued at more than the full legal reserve upon his policy as
prescribed by law, at the time of the reorganization of the corporation
as a stock company, and the amount of the interest of every such dissent-
ing member or policy holder, shall be paid over to them respectively, and
upon the payment or tender to him of the amount of interest so ascer-
tained and certified, the membership of each such dissenting member
or policy holder shall cease and determine; and the remainder of the
assets in excess of the sum required for the compensation of dissenting
members or policy holders as aforesaid, may be deposited with the
Treasurer of Maryland or the insurance commissioner under the pro-
visions of Sections 157 and 193 of this Article as a guarantee for the
payment of the policies issued by said company. And any surplus that
may be found to exist in the assets of such corporation over and above
all its liabilities including the legal reserve for all outstanding policies
in force, as ascertained and certified by the insurance commissioner as
herein above provided at the date of its reorganization as stock company
shall be held as a fund for the security of the creditors of the company,
and shall under no circumstances pass to the ownership of the stock-
holders, be distributed among them or be used or encroached upon for
the payment of dividends upon the capital stock.

The mutual policies and all rights and liabilities attached thereto, and
all the powers and obligations of the company with reference to the
same, shall survive so long as said policies shall remain in force, except
that such policies shall thereafter be considered as policies for the largest
amount, which, according to their terms, might be payable thereunder