576 LAWS OF MARYLAND. [CH. 212

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 become the assets and liabilities of the stock company, ex-
cept so far as herein otherwise provided. Said company, how-
ever, shall not be entitled to do any business as a stock corpora-
tion, 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 corporation, and shall have
been invested in an amount equal to the par value of such
stock in securities mentioned and authorized by Section 19,
and deposited with the Insurance Commissioner to guarantee
the payment of policies issued by said company, and until the
Commissioner shall upon request, value the assets of the said
company, and its outstanding policies, and shall give his certifi-
cates that the admitted assets of said company are sufficient to
provide reserve upon all outstanding policies as required by
the laws of this State in relation to insurance companies, over
and above all bona fide debts and claims against it, exclusive of
its capital stock liability. Upon the receipt of such certificate
from the Insurance Commissioner, the stock holders may elect
from among themselves not less than five nor more than ten
directors to hold office until the ensuing annual meeting or
until their successors shall have been duly elected and shall
qualify, 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 pay-
ment to him at the usual rates of the cost of such work, shall
ascertain and certify the proportionate interest in the assets of
the said corporation before its reorganization as a stock com-
pany, of each of the members of the 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 corporation as a
stock company, and the amount of the interest of each such
dissenting: member or policy holder shall be paid over to him,
and upon the payment or tender to him of the amount of inter-