HERBERT R. O'CONOR, GOVERNOR. 183

this State, and any bank, savings institution or trust com-
pany, hereafter created under this Article, may amend its
charter, articles of incorporation, or association, in any
manner not inconsistent with the provisions of law, at any
time, and in the case of banking institutions having capital
stock such amendment shall be by a vote of its stockhold-
ers, representing two-thirds of the capital stock, such vote
to be taken at a meeting called for that purpose. Such
amendment, certified by the president and cashier, or
treasurer, shall be executed, approved, filed and recorded
as required for articles of incorporation.

Unless the required surplus will permit, no increase of
capital shall be valid until the amount thereof has been
subscribed, and actually paid in the manner required by
this subtitle for subscriptions to original stock. No stock
dividend shall be declared by any banking institution un-
less the remaining surplus funds of the institution shall
be entirely sufficient to take care of all losses, and unless
the surplus of said banking institution after the increase in
capital shall be at least equal to twenty per cent (20%)
of the capital stock as increased. If the surplus of any
banking institution increasing its capital by a stock divi-
dend shall, after such increase, be less than one hundred
per cent (100%) of its capital as increased, such banking
institution shall transfer to surplus at the close of a fiscal
period either annually or semi-annually not less than ten per
cent (10%) of its net earnings after providing for expenses,
losses, interest and taxes accruing or due from said banking
institution until such surplus shall equal and thereafter
continue to equal one hundred per cent (100%) of its
capital. No reduction of capital shall be made to a less
amount than is required under the provisions of this Ar-
ticle for capital, nor be valid nor warrant the cancellation
of stock certificates, or diminish the personal liability of
stockholders, until such reduction has been approved by
the Bank Commissioner. Such approval must be based
upon a finding by him that the remaining assets of the
bank or trust company, after such proposed reduction of
its capital stock, will be entirely sufficient for the payment
of the claims of existing creditors. The provisions of this
section shall be construed retrospectively as well as pros-
pectively.

SEC. 2. And be it further enacted, That Section 95 and
Section 96 of Article 11 of the Annotated Code of Mary-
land (1939 Ed. ), title "Banks and Trust Companies, " sub-
title "General Regulations, " be and the same are hereby
repealed and re-enacted with amendments so as to read
as follows: