602 LAWS OF MARYLAND. [CH. 312

sioner, 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 preferred stock which is so convertible, and except that
no such right to convert shall permit the conversion of pre-
ferred stock into common stock unless at the time or times of
any such conversion, the banking institution shall have sur-
plus funds at least equal to 20% of the capital stock outstand-
ing 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 Arti-
cle, 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 cu-
mulative dividends 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 institution issuing same, pro-
vided 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 cumulative 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 pre-
ferred stock shall have been paid in full the amount re-
quired to be paid to such holders of the preferred stock in the
event of such liquidation as fixed in the Articles of Incorpo-
ration of such banking institution, or in any amendment
thereto, and which amount shall not be in excess of such pur-
chase 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 banking institution other than the preferred stock