2nd. The official style of the officer taking the acknowledgment. 3rd. The time when it was taken. 4th. A statement that the grantor acknowledged the deed to be his act or made an acknowledgment to the like effect. Miscellaneous. Ibid, sec. 87. 1888, art. 21, sec. 84. 1882, ch. 215, secs. 1 and 2. 91. In all cases where any railroad equipment and rolling stock, or other personal property to be used in or about the operation of any railroad shall be sold to any person, firm or corporation, to be paid for in whole or in parts by instalments, or shall be leased, rented, hired or delivered on condition that the same shall be used by the person, firm or corporation purchasing, leasing, renting, hiring or receiving the same, the title to the same to remain in the vendor, lessor, rentor, hirer or deliverer of the same until the agreed-upon price of such property shall have been paid such condition in regard to the title so remaining in the vendor, lessor, rentor, hirer or deliverer, notwithstanding delivery to and possession by the other party, until such payments are fully made, shall be valid for all intents and purposes as to subsequent purchasers in good faith, and creditors; provided, the term during which the rent or instalments are to be paid shall not exceed twenty years. Such contracts shall be in writing and shall be acknowledged and recorded as deeds in the county in which the said vendee or lessee has its principal office in this State. ARTICLE XXIII. CORPORATIONS.* 1904, art. 23. sec. 417. 1888, art. 23. sec. 303. 1868, ch. 471, sec. 216. 1908, ch. 240, sec. 1, p. 23. 1916, ch. 596, sec. 3, par. 1. 1. (1) Except as therein otherwise provided, the sections of this Article, numbered 1 to 37, 61 to 63 and 66 to 104, all inclusive, shall become and be operative on and after the first day of June, in the year nineteen hundred and eight (1908), and the provisions thereof shall apply to and govern all corporations then existing and thereafter formed, and all corporate acts thereafter done; provided (first), that nothing in said sections contained shall be construed to affect the existence of any then existing corporation or to impair the validity of any corporate act done and performed in accordance with the pre-existing law; and provided (second), that in the event of any inconsis tency between any of the provisions of said sections and the rights conferred by any special act or any legally authorized agreement of consolidation passed or filed prior to said first day of June, in the year nineteen hundred and eight (1908), the provisions of said special act or agreement of consolidation shall prevail to the extent of such inconsistency; and provided (third), that in the event of any inconsistency between any of the provisions of said sections and the provisions made for particular classes of corporations by the subsequent sections of this article, the latter shall prevail to the extent of such inconsistency; and provided (fourth), that nothing herein shall be. taken or construed as preventing the formation and management under the provisions of said sections, and without reference to the provisions made for particular classes of corporations by the laws of this State, of corporations for constructing, *The Act of 1908, Chapter 240, of which the first section of Article 23, entitled "Corporations," is the beginning, contains the most important provisions governing corporations generally. Prior to 1908 the Maryland Law on Corporations had for years been a patchwork, pieced here and there in part by legislative enactments and in part by judicial construction. By the Act of 1908 the Legislature endeavored to enact the fundamental principals and regulations governing corporations. Sections 1 to 92, inclusive, and many other sections of the then existing laws were repealed and in place thereof new sections, numbered 1 to 79, inclusive, together with others, were enacted, without any bearing or relation to the sections repealed, except in part to the manner of formation of corporations. The new sections bear the proper relation each to the other. The Act did not however, directly affect the provisions relating to special classes of corporations, but provided that (1) in the event of any inconsistency between any of the provisions of the Act and rights conferred by special act or by provisions relating to special classes of corporations, the latter should govern, except that the provisions of the Act should be available to corporations as an alternative to and not in substitution of the other provisions. See, however, Section 7 of this Article as to powers of a corporation. A new revision in part of the laws relating to corporations was enacted by the Legislature of 1916. This new Act, namely, Chapter 596 of the Acts of 1916, makes many changes in the law, liberalizing them and offering an easy but business-like plan for the formation of corporations. Sections 104 and 104A must always be kept in mind in considering the effect of this Act. maintaining and operating railroads or railways or telegraph or telephone lines, to be located entirely outside of this State, or of water or mining corporations conducting their operations entirely outside of this State; and provided (finally), that unless therein otherwise stated, the said sections shall be available to all corporations of this State as alternative to and not in substitution for any inconsistent provisions contained in any such special act or agreement of consolidation or in the provisions made for particular classes of corporations by the subsequent sections of this article. (2) The words "Clerk of the Circuit or Superior Court" used herein, shall be taken to mean the Clerk of the Circuit Court for a county, or the Clerk of the Superior Court of Baltimore City, as the case may be. (3) The word "directors" shall include trustees, managers and the members of the governing body of the corporation, by whatever name they may be called. (4) The words "stockholders" and "shareholders" shall include members in the case of corporations having no capital stock, and vice versa, unless such construction would be inconsistent with the context.† (5) The location of the principal office of a corporation shall be the place named as such in the charter; and when the location of the principal office is not so named, it shall be deemed to be the place where the main office of such corporation in this State for the transaction of business is actually situated. (6) The word "Charter" shall include charter granted by special act, certificate of incorporation and agreement of consolidation, either as originally passed or filed or as amended, unless such construction would be inconsistent with the context. Provisions for the Formation of Corporations. 1904, art. 23, sec. 14. 1888, art. 23, sec. 14. 1868, ch. 471, sec. 14. 1908, ch. 240, sec 2. 2. Corporations may be formed under the provisions of this Article for any one or more lawful purposes, except such as are Chapter 586 of the Acts of 1916, which substantially amended and altered numerous sections of the law, governing or relating to corporations, contains an important saving clause, herein enacted as Secton 104A of this Article, which must always be considered in examining any of the other provisions of the Act. excluded from the operation of a general law by the Constitution of this State. And except where special provisions inconsistent herewith are made in this Article for particular classes, all corporations shall be formed in manner following: * 1904, art. 23, secs. 14 and 50. 1888, art. 23, secs. 14 and 42. 1868, ch. 1890, ch. 339. 1892, ch. 39. 1916, ch. 596, sec. 2, par. 3. 471, secs. 14 and 37. 1876, ch. 349. 1894, ch. 557. 1908, ch. 240, sec. 3. 3. The incorporators, being any three or more adult persons, shall sign and at least three of them shall acknowledge a certificate of incorporation in which shall be stated: (a) That the subscribers thereto (giving their names and postoffice addresses) associate themselves with the intention of forming a corporation; (b) The name of the proposed corporation, which shall always be such as to indicate that it is a corporation as distinguished from a natural person or a partnership. This provision shall be deemed to be complied with if the name of the corporation begin with the word "The" and end with the word "Company," or if the name contain the word "Corporation" or the word "Incorporated"; (c) The purpose or purposes for which the corporation is formed and the business or objects to be carried on and promoted by it. (d) The postoffice address of the place at which the principal office of the corporation in this State will be located and the name or names and postoffice address or addresses of the corporation's resident agent or agents (giving in each case the county and city, town or place and street and number, if number there be). (e) The total amount of capital stock, if any, of the proposed corporation, and the number and par value of the shares; and the restrictions, if any, imposed upon the transfer of the shares. If the capital stock is to be classified under the power hereinafter granted, the certificate of incorporation shall also * Gregory vs. Chapman, 119 Md. 495; Bear Creek Lumber Co. vs. Bank, 120 Md. 566. See note to sec. 1 of Art. 23 as to special classes of corporations. The Act of 1908, ch. 240, is a remedial statute and is to be liberally construed, Hyattsville vs. Washington & Gettysburg R. R. Co., 120 Md. 128. See Art. III of Constitution, secs. 38 and 41. set forth a description of each class, with the preferences, voting powers, restrictions and qualifications of each class and the number and par value of the shares of each class. (f) The number of trustees, directors or managers, which shall not be less than three; and the names of those who shall act as such until the first annual meeting or until their successors are duly chosen and qualified. (g) Any provisions which may be desired, for the purpose of defining, limiting and regulating the powers of the corporation, and of the directors and stockholders, or any class of the stockholders; provided, such provisions are not contrary to the law of this State or inconsistent with any of the terms and limitations of this article. Any provision which is hereinafter in this article authorized to be made in the by-laws, may, if desired, be made in the certificate of incorporation. Code (vol. 3), art. 23, sec. 4. 1908, ch. 240, sec. 4. 1914, ch. 789, sec. 4. 1916, ch. 596, sec. 3. par. 4. 4. Every certificate of incorporation, together with a copy thereof, shall be delivered to the State Tax Commission, which, upon payment, and not before, of the recording fees, for which provision is hereinafter made, and upon the payment, and not before, of the bonus tax, if any, prescribed by law, shall receive the same for record, and indorse thereon the date and time of such receipt and promptly record the same, together with the indorsements thereon, in a book to be kept for that purpose. After such recording the State Tax Commission shall transmit the original certificate of incorporation to the Secretary of State, by whom the same shall be again recorded and shall transmit a copy thereof, duly certified by it, to the Clerk of the Circuit or Superior Court (according to the location of the principal office of the corporation), by whom the same shall again be recorded. At the time of receiving such certificate of incorporation for record, the State Tax Commission shall collect recording fees of ten dollars; three dollars and fifty cents of the recording fees so collected shall be paid by it to the Secretary of State; one dollar and fifty cents thereof shall be paid by it for recording such certificate of incorporation to the Clerk of the Circuit or Superior Court to whom the same shall |