1118 LAWS OF MARYLAND [CH. 545

shares of stock of one or more classes and/or certain convertible
securities for a certain specified consideration, and call a
meeting of the stockholders to take action thereon. The
board of directors shall, by resolution, state its opinion of
the actual value of any consideration other than money for
which it advises that such stock and/or convertible securities
be issued. The meeting of stockholders shall be duly warned
in the manner provided in Section 15 of this Article, and
at such meeting, duly called and warned as aforesaid, the
stockholders may, by the affirmative vote of two-thirds of the
shares of each class of stock outstanding and entitled to vote
thereon. authorize the issuance of all or any part of such
stock and/or convertible securities as advised by the board
of directors.

(3) The corporation shall prepare a statement in such
form as may be prescribed or permitted by the State Tax
Commission, showing:

(a) That the corporate action required by this Section
has been duly taken.

(b) In the case of stock and/or convertible securities
authorized to be issued for money, the maximum number of
shares of each class and/or the maximum amount of convert-
ible securities authorized to be so issued and the minimum
price to be received for each share of each class or the mini-
mum 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.

(c) 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 par-
ticular description of such consideration, showing its nature
and character, and the actual value of such consideration as
fixed by the board of directors.

(d) The terms and conditions in detail upon which any
convertible securities authorized to be issued are convertible
into stock of the corporation.

(4) Such statement shall be signed and acknowledged in
the name and on behalf of the corporation by the president
or a vice-president, with the corporate seal affixed and attested
by the secretary or an assistant secretary, and the matters
and facts therein set forth shall he verified under oath by