1860,

LAWS OF MARYLAND.

CHAP. 265.

on the par value thereof whenever any distribution
shall be made of the surplus profits of said company
in priority to any shares of stock which shall be
subscribed as general or common stock, and in case
the surplus profits actually and properly distributed
amongst the stockholders, when a division of the
surplus profits shall be made, shall exceed the
amount that may be necessary for the payment of
dividends to the extent aforesaid on the preferred
stock, then such excess shall be applied to the pay-
ment of dividends to the extent of six per centum
on the par value of the unconverted shares of stock,
and if any surplus profits should still remain, then
the same shall be divided amongst all the stock-
holders pari passu, without any priority or prefer-
ence, and in case the persons named in the first
section of this act should not deem it advisable in
receiving subscriptions to said stock, to divide the
same into preferred and common stock, as herein-
before mentioned, then it shall and may be lawful

for the president and directors of the said company
at any time hereafter to convert a portion of the
capital stock of said company into shares of pre-
ferred stock, upon such terms and at such time or
times as the said president and directors may de-
termine, and the said portion of said capital stock
so converted into preferred stock shall thenceforth
be entitled to all the privileges in respect of divi-
dends hereinbefore secured to those who may become

Provisos.

subscribers to such preferred stock; Provided, how-
ever, that before the said president and directors
shall issue or create any such preferred stock, a
previous direction and authority therefor shall be
conferred and given by a resolution passed at some
general or special meeting of the stockholders of
said company, called in pursuance of and after no-
tice given, as directed by the by-laws of said com-
pany; And provided further, that an opportunity
shall be afforded all the stockholders in said com-
pany without distinction or discrimination, and
they shall be entitled to convert a portion of their
stock into such preferred shares upon the same and
equal, and like terms and conditions, and in the
proportions in which they may hold such stock re-
spectively.

Construction.

SEC. 8. And be it enacted, That nothing herein
contained shall be construed to give to the said

In force.

company banking privileges; and this act shall take
effect from the day of its passage.