424 ARTICLE 11

issued common stock, the requirement of notice to and vote of stockholders
shall not apply. Such preferred stock may be convertible into common
stock, upon such terms and conditions as may be provided in the Charter
or Articles of Incorporation, or any amendment thereto, with the approval
of the Bank Commissioner, except that no such right to convert shall
permit the conversion of preferred stock into common stock of an aggre-
gate par value greater in amount than the aggregate par value of the pre-
ferred stock which is so convertible, and except that no such right to
convert shall permit the conversion of preferred stock into common stock
unless at the time or times of any such conversion, the banking institution
shall have surplus funds at least equal to 20% of the capital stock out-
standing at the time of such conversion and of the capital stock to be
outstanding after such conversion. Such amendments, certified by the
President or Cashier, or Treasurer, shall be executed, approved, filed and
recorded as required for Articles of Incorporation. Except as otherwise
provided in this Article, no preferred stock issued under this Article shall
be valid until there shall have been paid in the amount of the purchase
price to be received by such banking institution for such stock, which shall
be in amount equal to or in excess of the par value thereof.

The holders of such preferred stock shall be entitled to cumulative divi-
dends at a rate not exceeding six per centum per annum, on the par value
thereof 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, or in any amend-
ment thereto, with the approval of the Bank Commissioner, 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 insti-
tution issuing same, provided that the capital stock shall at no time be less
than the amount required under the provisions of this Article.'

No dividends 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 amount required to be paid to such
holders of the preferred stock in the event of such liquidation as fixed in
the Articles of Incorporation of such banking institution, or in any amend-
ment thereto, and which amount shall not be in excess of such purchase
price of such preferred stock, or be less than the par value thereof, and until
there shall have been paid to such holders, in addition, an amount equal to
all dividends on such preferred stock which shall have accumulated and
which shall remain unpaid.

The term "common stock" as used in this section means stock of a bank-
ing institution other than the preferred stock issued under the provisions
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.

An. Code, 1924, sec. 54B. 1933, ch. 485, sec. 54B. 1935, ch. 519.

70. 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