1206 LAWS OF MARYLAND. [CH. 581

ner provided in section 19 of this article, and at such meet-
ing, 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, au-
thorize the issuance of all or any part of such stock and/or
convertible securities as advised by the board of directors. If,
however, the charter empowers the board of directors to au-
thorize the issuance of such shares of stock and/or such con-
vertible securities, the issuance thereof may be authorized as
provided in paragraph (1) of this section.

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

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

(b) In the case of stock and/or convertible securities au-
thorized to be issued for money, the maximum number of
shares of each class and/or the maximum amount of con-
vertible securities authorized to be so issued and the mini-
mum price to be received for each share of each class or the
minimum 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 au-
thorized 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 at-
tested by the secretary or an assistant secretary, and the mat-
ters and facts therein set forth shall be verified under oath
by the chairman or secretary of the meeting of the board of
directors or the stockholders, as the case may be, at which