ACT. 23. ] CORPORATIONS. 39

interested in such services or property, nor any stock that has
merely been subscribed for, and payment for which is to be
made in services.

SEC. 36. Whenever the stock of any corporation is issued for
services or property, in accordance with the preceding section,
the books of the corporation shall be so kept as to show at all
times fully what property was received and what services were
rendered for the said stock; at what value, and the number of
shares issued for the same. Whenever any stock is issued in
payment for services or property, as aforesaid, a certificate,
signed by the president or vice-president and secretary and
sworn to by the treasurer, setting forth the amount of stock
so issued and the property or services in payment for which
said stock is issued, and particularly specifying the nature
and character of such property or services, shall, within thirty
days after the issue of said stock, be filed in the office of the
clerk of the Circuit Court for the county in which the principal
office of the corporation is located (or of the clerk of the
Superior Court of Baltimore City, if such principal office is
located in Baltimore City), and any officer or director of such
corporation wilfully and knowingly authorizing or consenting
to the failure to so file such a certificate within thirty days
from the issue of said stock, or wilfully and knowingly making
or consenting to any false statement contained in the entries
required by this section to be made on the books of the cor-
poration, or of said certificate, shall be deemed guilty of a mis-
demeanor, and upon conviction, shall be subject to the pains
and penalties prescribed by Section 134 of Article 27 of the
said Code of 1904. Provided, however, that the valuation
placed by the stockholders upon such services or property at
the meeting duly warned, as aforesaid, and the propriety of
their action in accepting the same and issuing the agreed
number of shares therefor, shall in the absence of actual fraud
be conclusive against and binding upon any and all creditors
of the corporation.

Transfer.

SEC. 37. The stock of any corporation of this State shall be
deemed personal estate and shall be transferable on its books
in such manner as may be prescribed by the stock certificate
or the by-laws, but no share shall be transferable until all
previous calls thereon shall have been paid in.

Calls.

SEC. 38. Unless otherwise payable by the subscription con-
tract, the directors of any corporation having a capital stock,
may call in and demand from the stockholders the amounts