138 ARTICLE 11.

1933, ch. 485, sec. 54A.

54A. Any banking institution having capital stock may, with the
approval of the Bank Commissioner, and by vote of stockholders owning
a majority of its capital stock upon not less than five days' notice, given
by registered mail pursuant to action taken by its Board of Directors,
issue preferred stock in such amount and with such par value as shall be
approved by said Bank Commissioner, and make such amendments to its
Charter or Articles of Incorporation as may be necessary for this purpose;
but in the case of any newly organized banking institution which has not
yet issued common stock, the requirement of notice to and vote of stock-
holders shall not apply. Such amendments, certified by the President or
Cashier, or Treasurer, shall be executed, approved, filed and recorded as
required for Articles of Incorporation. Subscriptions to preferred stock
issued under this Article shall be made only at par. No preferred stock
issued under this Article shall be valid until the entire par value thereof
shall have been paid in.

The holders of such preferred stock shall be entitled to cumulative divi-
dends at a rate not exceeding six per centum per annum, and shall have
such voting rights, and such stock shall be subject to retirement in such
manner and on such terms and conditions as may be provided in the
Charter or Articles of Incorporation with the approval of the Bank Com-
missioner, and said preferred stock may, subject to such approval, be
retired, in whole or in part, out of any surplus in excess of 20% of the
capital stock of the institution issuing same, provided that the capital
stock shall at no time be less than the amount required under the pro-
visions of this Article.

No dividend shall be declared or paid on common stock until the cumu-
lative dividends on the preferred stock shall have been paid in full; and,
if the banking association is placed in voluntary or involuntary liquidation
or a conservator or a receiver is appointed therefor, no payment shall be
made to the holders of the common stock until the holders of the preferred
stock shall have been paid in full the par value of such stock plus all
accumulated dividends.

The term "common stock" as used in this section means stock of a
banking institution other than the preferred stock issued under the pro-
visions of this section. The term "capital stock" as used in this Article
shall mean the amount of common stock plus the amount of preferred
stock outstanding.

1933, ch. 485, sec. 54B. 1935, ch. 519.

54B. Any banking institution may at any time, with the approval of
the Bank Commissioner, issue, sell or hypothecate its capital notes, de-
bentures, bonds or certificates of beneficial interest, which may be payable
upon such terms, and may bear such rate of interest, if any, as may be
provided therein. Such capital notes, debentures, bonds or certificates
of beneficial interest shall be subordinated to the claims of depositors
and/or creditors, but they shall be preferred to the claims of stockholders