1840 ARTICLE 48A.

shall be fixed, within the limits prescribed by law for such corporations,
and the par value of the shares and number of shares into which the capi-
tal stock is to be divided shall also be determined. The members, policy
holders or certificate holders of such corporation shall have the first right
to subscribe to said stock, subject to such equitable regulations as the di-
rectors may prescribe, but all subscriptions for shares of stock must be
made and paid for in cash and at a price not less than, par. Upon the com-
pletion of its reorganization as a stock company the assets, if any, of such
corporation and its liabilities shall be and become the assets and liabilities
of the stock company, except so far as herein otherwise provided. Said
company, however, shall not be entitled to do any business as a stock cor-
poration, until the amount of capital stock, determined as herein provided
and as authorized by law, shall have been subscribed and paid for at not
less than par and in accordance with the laws governing the formation of
corporations, and shall have been invested in an amount equal to the par
value of such stock in securities mentioned and authorized by Section 20,
and deposited with the Insurance Commissioner to guarantee the payment
of policies issued by said company, and until the 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 com-
pany are sufficient to provide reserve upon all outstanding policies as re-
quired by the laws of this State in relation to insurance companies, over
and above all bona fide debts and claims against it, exclusive of its capital
stock liability. Upon the receipt of such certificate from the Insurance
Commissioner, 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
shall qualify, 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 company 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 each such dissenting member
or policyholder shall be paid over to him, and upon the payment or tender
to him of the amount of interest so ascertained and certified, the member-
ship of each such dissenting member or policy holder shall cease and de-
termine; 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 Com-
missioner under the provisions of Sections 19 and 20 of this article, as a
guarantee for the payment of the policies issued by said company. Any,
surplus that may be found to exist in the assets of such corporation over