804 ARTICLE 23

time of shares of its stock of any class and/or convertible securities for a
certain specified consideration or certain specified considerations, subject
to such limitations and restrictions, if any, as may be set forth in the
charter or in the by-laws of the corporation. Such authorization, how-
ever, shall not be effective for the purposes of this section unless such
charter shall set forth:

(a) In the case of stock and/or convertible securities authorized to be
issued for money, the maximum number of shares and/or the maximum
amount of convertible securities authorized to be so issued and the mini-
mum price to be received for each share of each class or the minimum price
to be received for a given number of shares of one or more classes and/or
for a given amount of convertible securities, as the case may be.

(b) In the case of stock and/or convertible securities authorized to be
issued for a consideration other than money, the number of shares of each
class and/or the amount of convertible securities authorized to be issued
therefor, a particular description of such consideration, showing its nature
and character, and the actual value of such consideration as fixed by the
incorporators, or by the board of directors in the case of an amendment to
the charter.

(c) The terms in detail upon which any convertible securities author-
ized to be issued are convertible into stock of the corporation.

Under this section, charter can include provisions which will have the effect of making
subscriber to stock liable on his subscription, even if all the stock authorized has not
been sold or subscribed for. Tyler v. Receivers of Furniture Co., 160 Md. 333.

See footnote to sec. 9.

An. Code, 1924, sec. 45. 1920, ch. 545, sec. 35D. 1924, ch. 550, sec. 35D.
1927, ch. 581, sec. 45.

49. If empowered so to do by the charter, the board of directors of
any corporation of this State may authorize the issuance from time to
time of shares of its stock without par value of any class and securities
convertible into shares of its stock without par value of any class for such
considerations as said board of. directors may deem advisable, subject to
such limitations and restrictions, if any, as may be set forth in the charter
or in the by-laws of the corporation. The board of directors shall, by reso-
lution, state its opinion of the actual value of any consideration other
than money for which it authorizes shares of stock without par value or
securities convertible into shares of stock without par value to be issued,
unless such value shall have been fixed by the charter.
Cited but not construed in Maas v. Maas, 165 Md. 347.

An. Code, 1924, sec. 46. 1922, ch. 309, sec. 35D 1/2.

50. For the purposes of Sections 45 to 49, inclusive, of this article the
consideration for which stock is issued as a stock dividend shall be taken
to be the capitalization thereby of surplus or net profits of the corporation,
and the actual value of such consideration shall be taken to be an amount
equal to the surplus or net profits thereby capitalized.
See notes to secs. 403 and 43.

An. Code, 1924, sec. 47. 1920, ch. 545, sec. 35E.

51. There shall be no individual liability upon any subscriber to, or
holder of, any stock of any corporation of this State, beyond his obligation
to the corporation or its receiver, trustee or other person winding up its
affairs, to comply with the terms of the contract of subscription, and any