1768

LAWS OF

MARYLAND

[Ch. 311

LEAST FIVE DAYS BEFORE THE MEETING;

(III)   THE AFFIRMATIVE VOTE OF THE OWNERS OF A
MAJORITY OF THE CAPITAL STOCK OF THE STATE BANK SHALL BE
REQUIRED TO APPROVE THE PROPOSAL; AND

(IV)    IP THE STOCKHOLDERS APPROVE, THE STATE
BANK MAY AMEND THE CHAPTER AS NECESSARY AND ISSUE THE
PREFERRED STOCK IN THE AMOUNT AND WITH THE PAR VALUE
WHICH THE COMMISSIONER APPROVES.

(C)   PREFERRED STOCK NOT VALID UNTIL FULLY PAID.

UNLESS THE LAW PROVIDES OTHERWISE, PREFERRED STOCK
ISSUED UNDER THIS SECTION IS NOT VALID UNTIL THE STATE
BANK RECEIVES THE PURCHASE PRICE IN AN AMOUNT AT LEAST
EQUAL TO ITS PAR VALUE.

(D)   PREFERRED STOCK MAY BE CONVERTIBLE.

IF THE COMMISSIONER APPROVES,   THE PREFERRED STOCK

MAY BE CONVERTIBLE INTO COMMON STOCK     ON THE TERMS AND

CONDITIONS THE CHARTER PROVIDES.        HOWEVER, PREFERRED
STOCK MAY NOT BE CONVERTIBLE:

(1)   INTO COMMON STOCK OF A GREATER AGGREGATE
PAR VALUE; OR

(2)    AT A TIME WHEN THE STATE BANK DOES NOT
HAVE A SURPLUS IN AN AMOUNT AT LEAST EQUAL TO 20 PERCENT
OF ITS CAPITAL STOCK WHICH IS:

(I)     OUTSTANDING IMMEDIATELY BEFORE THE
CONVERSION; AND

(II)    OUTSTANDING IMMEDIATELY AFTER THE
CONVERSION.

(E)   DIVIDENDS.

(1)   THE HOLDER OF PREFERRED STOCK IS ENTITLED
TO CUMULATIVE DIVIDENDS AT A RATE NOT EXCEEDING 6 PERCENT
PER ANNUM OF ITS PAR VALUE.

(2)    DIVIDENDS ON COMMON STOCK MAY NOT BE
DECLARED OR PAID UNTIL THE CUMULATIVE DIVIDENDS ON THE
PREFERRED STOCK ARE FULLY PAID.

(F)   VOTING RIGHTS.

EACH HOLDER OF PREFERRED STOCK SHALL HAVE THE VOTING
RIGHTS WHICH THE COMMISSIONER APPROVES AND FOR WHICH THE
CHARTER PROVIDES.