310 LAWS OF MARYLAND [CH. 135

of the corporation represented to be correct by the president
or the officer of such corporation having charge of its books
of account, or certified by an independent or certified public
accountant as reflecting fairly the financial condition of such
corporation.

(d) Any director or officer who is held liable upon any
claim asserted under or pursuant to this section shall be en-
titled to contribution from the other directors and officers who
are also liable thereon.

(e) In the event of the insolvency of a corporation the
liability of the directors and officers under this section shall
be collectible by the receiver or other person winding up its
affairs, as an asset of the corporation.

59 (Criminal Penalty for Unauthorized Issuance of Stock. )
If any officer or director of a corporation of this State know-
ingly and wilfully

(1) Authorizes or consents to the issuance of unauthorized
shares of stock of the corporation; or

(2) Authorizes or consents to the issuance of shares of
stock or convertible securities of the corporation except in
conformity with the provisions of law applicable to the issu-
ance thereof; or

(3) Makes or consents to the making of any false repre-
sentation in a statement in respect of the issuance of shares
of stock or convertible securities of the corporation, delivered
for record to the Commission; or

(4) Makes or consents to the making of any false state-
ment in the entries in respect of the issuance of shares of
stock or convertible securities of the corporation, required
by law to be made in the books of the corporation;
he shall be guilty of a misdemeanor, and upon conviction
thereof 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. Provided, how-
ever, that the valuation as determined in the opinion of the
board of directors or as set forth in the charter of the corpo-
ration, as the case may be, of the consideration other than
money, for which shares of stock or convertible securities
are to be issued, and the judgment of the board of directors
or the statement set forth in the charter, as to the propriety
of the acceptance of the same and the issuance therefor of the
shares of stock or convertible securities shall be conclusive for
all purposes in the absence of actual fraud in the transaction.