1314                           LAWS OF MARYLAND                      [CH. 649

(b)    Any corporation may, pursuant to authorization by its board
of directors, issue shares of its stock of any class or securities con-
vertible into shares of its stock of any class or classes provided (1)
no such issuance of shares of stock or convertible securities shall be
made in violation of any limitation or restriction set forth in the
charter or in the by-laws of the corporation; and (2) the issuance of
such shares of stock or convertible securities has first been approved
by the stockholders of the corporation where approval of the stock-
holders is required by the charter or by this section [; and (3) the
corporation, where required by this section, has first filed for record
with the Commission a stock issuance statement complying with the
requirements of Section 21 of this Article].

(c)    The board of directors shall, from time to time and prior to
the issuance of any such shares of stock or convertible securities, fix
and record in a resolution authorizing the issuance thereof the price
or consideration or a minimum price or consideration, for which such
shares of stock or convertible securities are to be issued, or a formula
or method pursuant to which the same is to be fixed and determined,
including a fair description of any consideration other than money
and a statement of the actual value of such consideration [either] as
then determined in the opinion of the board of directors [or as pre-
viously set forth in the charter of the corporation]. For the purposes
of this requirement, a statement that the actual value of any consid-
eration other than money, in the opinion of the board of directors [or
as set forth in the charter, as the case may be], is or will be not less
than a certain sum, shall be deemed a sufficient statement of the
actual value of such consideration; and in the absence of actual fraud
in the transaction any valuation so fixed by the board of directors [or
as set forth in the charter] shall be conclusive for all purposes.

(d)    If at the time of adoption by the board of directors of a reso-
lution of authorization as aforesaid there are shares of stock of the
corporation of any class outstanding and entitled to vote, the cor-
poration shall not issue any shares of stock of any class or convertible
securities unless—

(1)    The board of directors is by the charter empowered to au-
thorize the issuance of such shares of stock or convertible securities;
or

(2)    The actual value of the consideration to be received by the
corporation, as determined by the board of directors or as set forth
in the charter, is at least equal to the par value or, if without par
value, to the capital value (that is the stated capital per share of the
shares of the same class then outstanding) of the shares to be issued;
or to the par value, or the capital value, as the case may be, of the
shares into which the convertible securities may by their terms be
converted, if greater than the par value or capital value, or principal
amount of such convertible securities; or

(3)    The issuance of such shares of stock or convertible securities,
as authorized by the board of directors, has first been submitted for
approval at either an annual or a special meeting of the stockholders;
notice stating that a purpose of the meeting will be to take action
upon the proposed issue has been given, as required by this Article,
to all stockholders of the corporation entitled to vote thereon; and
the proposed issuance of such shares of stock or convertible securities
has been approved by the stockholders.