1062 LAWS OF MARYLAND. [CH. 504

stock is divided by classes, the amount of the reduction of
each class; and (d) the amount of issued capital stock as re-
duced and, if the amount of issued capital stock is divided by
classes, the amount of each class as reduced. In the case of
stock without par value, the issued amounts to be set forth
shall be as determined in accordance with the provisions of
paragraph (2) of Section 39, adjusted to accord with any in-
creases or reductions made subsequent to the issuance of such
stock.

SEC. 7. And be it further enacted, That Section 38 of Ar-
ticle 23 of the Annotated Code of Maryland (Edition of 1924)
be and the same is hereby repealed and re-enacted with amend-
ments so as to read as follows:

38. (1) Every corporation may create two or more classes
of stock with such preferences, voting powers, restrictions and
qualifications thereof not inconsistent with law as shall be
expressed in its charter. It may be provided that the hold-
ers of a certain class or certain classes of stock shall receive
and that the corporation shall be bound to pay fixed annual
dividends thereon, to be expressed in the charter, payable
quarterly, half yearly or yearly, before any dividend shall be
set apart for or paid to the holders of some other class or
classes of stock, and such dividends may be made cumula-
tive. Any class or classes of stock may be preferred as to
its or their distributive share or shares of the assets of the cor-
poration upon dissolution; but, in case of insolvency, the debts
and other liabilities of the corporation shall be paid before any
payment or distribution is made to the holders of any class of
stock. Stock of any class may be made subject to redemption
at the option of the corporation or at the option of the holders
at such times and prices as may be determined in the charter,
but stock having a par value shall not be made subject to re-
demption at the option of the corporation at a redemption price
less than the par value thereof. Nothing in the laws of this
State shall be so construed as to limit the dividend on any
class of stock to six per cent, per annum if a greater or less
dividend be provided to be paid on such stock.

(2) Within the meaning of this section and the other sec-
tions of this Article the classes of capital stock of any corpo-
ration, the preferences, voting powers, restrictions and quali-
fications of each class, the fixed annual dividends thereon,
the times and prices of redemption thereof and the con-
version rights thereof, shall be sufficiently set forth, de-
scribed, expressed and determined in the charter of the corpo-
ration if determinable in a manner set forth in the charter
or in articles supplementary for which provision is herein-
after made, or if in the charter the board of directors is em-