664 ARTICLE 23.

and qualifications of each class, the fixed annual dividends thereon and the
times and prices of redemption thereof shall be sufficiently set forth, de-
scribed, expressed and determined in the charter of the corporation if
determinable in a manner set forth in the charter or in articles supplemen-
tary for which provision is hereinafter made, or if in the charter the board
of directors is empowered, subject to any limitations or restrictions set forth
in the charter and to the limitations and restrictions set forth with respect
to charter amendments in Section 28 of this Article, to classify or reclassify
any unissued stock by fixing or altering in any one or more specified re-
spects, from time to time before the issuance of such stock, the preferences,
voting powers, restrictions and qualifications of, the fixed annual dividends
on, and the times and prices of redemption of, such stock. Whenever the
board of directors, so empowered in the charter, shall so fix or alter the
preferences, voting powers, restrictions or qualifications of, the fixed annual
dividends on, or the times or prices of redemption of, any such unissued
stock, and before any such stock shall be issued, a further description of
such stock, with the preferences, voting powers, restrictions and qualifica-
tions thereof, the fixed annual dividends thereon, and the times and prices
of redemption thereof, as so fixed or altered by the board of directors, shall
be set forth in articles supplementary to the charter, which articles shall
be verified under oath by the chairman or secretary of the meeting of the
board of directors at which such preferences, voting powers, restrictions,
qualifications, fixed annual dividends or times or prices of redemption
shall have been so fixed or altered, and shall in other respects be executed,
acknowledged and recorded in the manner, including payment of the same
recording fees, prescribed in Section 29 of this Article with respect to arti-
cles of amendment. A duly certified copy of such articles supplementary
from the records of the State Tax Commission or the Circuit or Superior
Court shall be evidence of the classification so fixed or altered and therein
set forth.

Stock issued under sec. 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 corpora-
tion which gave them priority as to such franchises and property over general cred-
itors, but not as to merchandise manufactured and sold or the proceeds thereof,
nor as to insurance and rents collected. 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 preferred stock, the former have priority in the distribution of assets.
Heller v. Marine Bank, 89 Md. 608; Leviness 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 sec. 408 of the Code of 1904, held to be
dischargeable as to any particular part of the corporate property under a decree of a
court of equity in a proceeding in which fairly selected representatives of the pre-
ferred 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 to control the distribution of the corporate assets in case of
insolvency or liquidation. Leviness v. Consol. Gas Co., 114 Md. 561.

The holders of preferred stock issued under sec. 408 of the Code of 1904, whose
certificates provided that the holder should be entitled to such dividend as might
be declared "up to but not exceeding four per centum before any dividend shall be
set apart or paid upon the common stock," held to be entitled to a dividend of four
per centum and no more, such dividend being payable before any dividend was paid
to the holders of common stock. Scott v. B. & O. R. R: Co., 93 Md. 500.