1378                           LAWS OF MARYLAND                      [CH. 649

367. Issuance of Stock to Purchase Business of Another Asso-
ciation.

Whenever an association [organized under this subtitle] shall pur-
chase the business of another corporation, association, partnership
or person it may pay for the same in whole or in part by issuing to
the selling corporation, association, partnership or person certificates
of indebtedness or shares of its capital stock to an amount, which at
par value would equal the fair market value of the business purchased,
and in such case the transfer to the association of such business at
such valuation shall be equivalent to payment in cash for the shares
of stock so issued. In any such transaction, the directors of the pur-
chasing association are authorized to hold the shares in trust for the
vendor and to dispose of the same to such persons and within such
time as may be mutually satisfactory to the parties in interest, and
to pay the proceeds thereof as currently received to the vendor.

[369 Voting by Mail. At any regular or special meeting legally
called, a written vote received by mail from any absent member, and
signed by him may be read in such meeting and shall be equivalent to
a vote of the member so signing; provided, that he has been pre-
viously notified in writing of the exact motion or resolution upon
which such vote is taken; and a copy of the same is forwarded with
the same and attached to the vote so mailed by him. Such vote by
mail however, shall not be counted in computing a quorum.]

370.    Quorum.

Any association organized under this subtitle shall state in its
by-laws the number or percentage of the members or stockholders
necessary in order to constitute a quorum at any meetings.

371.    Patronage Distributions.

(a) [The directors in any association organized with capital
stock shall annually apportion the [next] net profits, if any, by first
setting aside at least ten per cent thereof for a reserve fund, until
such a fund equals thirty per cent of the paid-up com-
mon stock, and, thereafter the directors may set aside
such an amount for a reserve fund as they see fit or may set aside
none, in their discretion. The directors may then set aside out of the
net profit such sums as they deem desirable for capital expenditure,
subject to the approval of the stockholders as provided in subsection
(b) of this section. The directors shall then declare a dividend upon
the paid-up capital stock at; a rate per annum not to exceed eight per
cent; provided that no dividend upon common stock shall be cumula-
tive. The directors may then set aside not to exceed five per cent of
the remaining net profits as an educational fund to be used in teach-
ing cooperation. The directors may then grant a bonus to employees
who are in the employ of the association at the time of the apportion-
ment of profits, which bonus shall be based in amount upon the
amount of compensation received by said employees during the year
at a rate not to exceed the rate of patronage dividends hereinafter
described. The directors shall distribute all remaining net profits by
uniform dividend to members of the association, based in amount
upon the volume of business conducted by such members with the
association; provided, that the association may distribute to patrons
of the association who are not members, bonuses based in amount
upon the volume of business transacted by such nonmembers respec-