PHILLIPS LEE GOLDSBOROUGH, GOVERNOR. 1253

prescribe, but all subscriptions for shares of stock must be made
and paid for in cash and at a price not less than par. Upon the
completion of its reorganization as a stock company the assets,
if any, of such corporation and its liabilities shall be and be-
come the assets and liabilities of the stock company except so
far as herein 'otherwise provided. Said company, however, shall
not be .entitled to do any business as a stock corporation, until
the amount of capital stock, determined as herein provided and
as authorized by law, shall have been subscribed and paid for
at not less than par and in accordance with the laws governing
the formation of corporations, and shall have been invested in
an amount equal to the par value of such stock, in the securities
of the United Spates, of the State of Maryland or the City of
Baltimore, or in such securities as may be prescribed by the in-
surance laws of this State, and deposited with the proper official
of this State to guarantee the payment of policies jssued by said
company, and until the insurance commissioner shall, upon re-
quest, value the assets of the said company, and its outstanding
policies, and shall give his certificate that the admitted assets
of said company, including its capital stock, are sufficient to pro-
vide reserve upon all outstanding policies as required by the
laws of this State in relation to insurance companies, over and
above all other bona fide debts and claims against it. Upon the
receipt of such certificate from the insurance commissioner, the
stockholders may elect from among themselves not less than
five or more than twenty-five directors to hold office until the
ensuing annual meeting or until their successors shall have
been duly elected and qualified, and the directors so elected shall
have and they are hereby authorized to exercise all the
rights and powers proper to be exercised by the directors of
such stock company under the laws of this State.

The insurance commissioner upon request, and upon payment
to him at the usual rates of the cost of such work, shall ascer-
tain and certify the proportionate interest in the assets of the
mutual corporation before its reorganization as a stock com-
pany, of each of the members of the mutual company who may
refuse to assent to the change of said company into a stock
company; but the interest of no member so dissenting shall be
valued at more than the full legal reserve upon his policy as
prescribed by law, at the time of the reorganization of the cor-
poration as a stock company, and the amount of the interest of
every such dissenting member or policy holder, shall be paid
over to them respectively, and upon the payment or tender to