1258                                            LAWS OF MARYLAND                                         Ch. 435

(1)           ITS ARTICLES OF INCORPORATION SHALL INCLUDE
A PROVISION THAT EVERY FREE SHARE ACCOUNT HOLDER MAY VOTE ON
ANY MATTER ON WHICH A GUARANTY STOCKHOLDER IS ENTITLED TO
VOTE, AS PROVIDED IN § 6-219(B) OF THIS SUBTITLE;

(2)          EACH PROSPECTUS, OFFERING CIRCULAR AND/OR
ADVERTISEMENT RELATING TO SUBSCRIPTIONS FOR GUARANTY STOCK
SHALL BE SUBMITTED TO THE DIVISION DIRECTOR FOR PRIOR
WRITTEN APPROVAL.         EACH SUCH PROSPECTUS SHALL INCLUDE A
STATEMENT THAT SHARES OF GUARANTY STOCK ARE NOT INSURED BY
THE MARYLAND SAVINGS-SHARE INSURANCE CORPORATION OR THE
FEDERAL SAVINGS AND LOAN INSURANCE CORPORATION;

(3)          IT SHALL NOT PAY ANY PERSON A COMMISSION
FOR OBTAINING ANY SUBSCRIPTION FOR OR SALE OF SHARES OF
GUARANTY STOCK EXCEPT IN CONNECTION WITH AN UNDERWRITING BY
ONE OR MORE BROKERS OR DEALERS REGISTERED UNDER THE
SECURITIES EXCHANGE ACT OF 1934.         IN ANY EVENT, THE NET
AMOUNT TO BE RECEIVED BY THE SAVINGS AND LOAN ASSOCIATION IN
CASH SHALL BE NOT LESS THAN THE PAR VALUE OF THE STOCK;

(4)          IT SHALL NOT GIVE OR OTHERWISE GRANT
ANYTHING IN THE NATURE OF A STOCK OPTION UNLESS A PLAN OF
ISSUANCE IS APPROVED BY THE DIVISION DIRECTOR IN ACCORDANCE
WITH § 6-217.2 OF THIS SUBTITLE; AND

(5)          IT SHALL REQUIRE THE USE OF THE PHRASE
"STOCK CORPORATION" IN PARENTHESES WITH ITS NAME AT ALL
TIMES AND, NOTWITHSTANDING THE PROVISIONS OF § 6-218 OF THIS
SUBTITLE, DOES NOT USE THE WORD "ASSOCIATION" WITH ITS NAME.

6-214.

(A)    THE GUARANTY STOCK OF A SAVINGS AND LOAN
ASSOCIATION SHALL CONSTITUTE A SECONDARY RESERVE FROM WHICH
ANY LOSS SHALL BE PAID AFTER EVERY OTHER AVAILABLE RESERVE
IS EXHAUSTED.

(B)    THE GUARANTY STOCK SHALL:

(1)    HAVE A PAR VALUE OF $1 PER SHARE, OR SUCH
GREATER AMOUNT AS THE ARTICLES OF INCORPORATION MAY PROVIDE;

(2)    BE NONASSESSABLE. ALL SHARES OF GUARANTY
STOCK ISSUED PRIOR TO JANUARY 1, 1980, IN ACCORDANCE WITH
SUBSECTION (A)(1) HEREOF, SHALL BE NONASSESSABLE AS OF
JANUARY 1, 1980 IRRESPECTIVE OF ANY PROVISIONS TO THE
CONTRARY IN THE ARTICLES OF INCORPORATION OR BYLAWS OR ON A
CERTIFICATE EVIDENCING OWNERSHIP OF SUCH GUARANTY STOCK;

(3)    BE NONWITHDRAWABLE UNTIL EVERY CLAIM
AGAINST AND EVERY LIABILITY OF THE SAVINGS AND LOAN
ASSOCIATION IS SATISFIED FULLY AND EVERY FREE SHARE ACCOUNT
IS PAID TO ITS HOLDER AT ITS WITHDRAWAL VALUE;