ALBERT C. RITCHIE, GOVERNOR 1121

liability of stockholders in banking, safe deposit, trust or
loan corporations.

35F. The books of every corporation of this State shall be
so kept as to show at all times what money or other considera-
tion was received by such corporation for the stock issued by
it and the number and par value of the shares of each class
issued for the same, and to show at all times what money
or other consideration was received by the corporation for
convertible securities issued by it and the number and par
value of the shares of each, class of stock into which such
securities are convertible.

SEC. 4. And be it further enacted, That Section 36 of
Article 23 of the Annotated Code of Maryland be and the
same is hereby repealed and re-enacted, with amendments, so
as to read as follows:

36. Any officer or director of any corporation of this
State knowingly and wilfully authorizing or consenting to the
issuance of unauthorized stock of such corporation, or know-
ingly and wilfully authorizing or consenting to the issuance
of stock or convertible securities of such corporation except
in conformity with the provisions of law applicable to the
issuance thereof, or knowingly and wilfully making or con-
senting to the making of any false statement in a statement
in respect of the issuance thereof delivered for record to the
State Tax Commission, or in the entries in respect of the
issuance thereof required by law to be made in the books
of the corporation, shall be guilty of a misdemeanor, and
upon conviction shall be fined not more than five thousand
dollars or imprisoned for not more than two years, or both
fined and imprisoned, in the discretion of the Court. Pro-
vided, however, that the valuation placed by the board of
directors or the incorporators, as the case may be, upon the
consideration other than money, for which stock and/or con-
vertible securities are to be issued, and the judgment of the
board of directors or the incorporators, as the case may be,
as to the propriety of the acceptance of the same and the
issuance therefor of the agreed amount of stock and/or con-
vertible securities shall be conclusive for all purposes in the
absence of actual fraud.

SEC. 5. And be it further enacted, That Section 36A of
Article 23 of the Annotated Code of Maryland be and the