2802

LAWS OF MARYLAND

Ch. 807

(c) If the Bank Commissioner approves, preferred stock
may be convertible into common stock on the terms and
conditions that the charter provides. However, preferred
stock is not convertible:

(1)  Into common stock of a greater total par
value; or

(2)  At any time when the commercial bank [does]
WOULD not have a surplus in an amount that equals at least
20 percent of its capital stock[:

(i) Outstanding immediately before the
conversion; and

(ii) Outstanding] OUTSTANDING immediately
after the conversion.

3-307.

(c) If any director of a commercial bank votes for or
assents to the declaration of any cash dividend when the
director knows that the commercial bank is insolvent or is
in danger of insolvency or when the director does not have
reason to believe that there are sufficient undivided
profits or surplus properly [applicable] AVAILABLE to pay
the dividend under this section, the director is liable,
individually and jointly with all other directors so voting
or assenting, to the persons who were creditors of the
commercial bank when the dividend was declared for the
amount by which these creditors remain unpaid, but not more
than twice the amount of the dividend.

3-403.

(b)  A majority of the directors of a [State]
COMMERCIAL bank shall be residents of this State.

3-702.

(c)  If the successor will be a national banking
association:

(1)  Federal law governs:

(i) The actions of a constituent
commercial bank;

(ii) The rights of its stockholders; and

(iii) The effect of the consolidation,
merger, or transfer of assets on its rights, franchises,
interests, and fiduciary duties; and

(2)  [The] EXCEPT FOR THIS SECTION AND § 3-710 OF
THIS SUBTITLE, THE other provisions of this subtitle do not
apply to the consolidation, merger, or transfer of assets.