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directors, unless the by-laws otherwise provide. Any two of the above offices, except those of President and Vice-President, may, if provided by the by-laws, be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity, if such instrument is required by law or by the by-laws to be executed, acknowledged or verified by any two or more officers. Except when otherwise provided the directors and officers hereinbefore mentioned shall hold office for one year and until their successors are chosen and qualified. The manner of filling all vacancies occurring in the board of directors or among the officers hereinbefore mentioned shall be as provided in the by-laws; and in default of such by-laws such vacancies shall be filled by the board of directors.
1908, ch. 240, sec. 10. 1916, ch. 596, sec. 8, par. 10. 10. The board of directors may exercise all of the powers of the corporation, except such as are by-laws * or by the charter or by the by-laws conferred upon or reserved to the stockholders or members. The by-laws may provide for an executive committee of two or more members to be elected from and by the board of directors; and to such committee may be delegated any or all of the powers of the board of directors in the management of the business and affairs of the corporation, to the extent authorized by such by-laws. 1904, art. 23, sec. 67. 1888, art. 23, sec. 59. 1868, ch. 471, sec. 54.
1908, ch. 240, sec. 11. 1916, ch. 596, sec. 8, par. 11. 11. Every corporation may, by its by-laws, divide its directors into classes and prescribe the tenure of office of the several classes; but no class shall be elected for a period shorter than that from the time of the election following the division into classes until the next annual meeting, and thereafter for a
*Undoubtedly a misprint and intended for “by law."
† McGaw vs. Acker Co., 111 Md. 153 ; Carroll vs. Monganese Safe Co., 111 Md. 252 ; Buchwald Transfer Co. vs. Hurst, 111 Md. 572; Foutz vs. Miller, 112 Md. 458; Sumwalt Ice Co. vs Knickerbocker Trust Co., 112 Md. 473; Hagerstown Brewing Co. vs. Gates, 117 Md. 348; Carrington vs Basshor, 118 Md. 419; Croft Lumber Co. vs. Bond, 119 Md. 687 : Pa. R. R. ys. Minis, 120 Md. 461 ; Pa. R. R. vs. Minis. 120 (2d case) 496 : McGowan vs. Finola Mfg. Co., 120 Md. 335. See Crimes, Art. 27, sec. 134. As to executive committees, see Maryland Trust Co. vs. Merchants Bank, 102 Md, 608, 635. See note to Section 8 in regard to the control and management of corporations by directors.
period shorter than the interval between annual meetings or for a longer period than five years, and the term of office of at least one class shall expire each year. 1904, art. 23, sec. 63. 1888, art. 23, sec. 55. 1868, ch. 471, sec. 50.
1908, ch. 240, sec. 12. 1916, ch. 596, sec. 8, par. 12. 12. Every corporation may, subject to any special provisions of this article, determine by its by-laws: The manner of calling, the time and place of holding, and the manner of conducting its meetings of members or stockholders, including elections, the canvassing of votes, the method of verifying proxies, and the time, not exceeding thirty days, preceding any meeting of stockholders or any dividend date, during which the books shall be closed, or during which the books may be closed by order of the board of directors, against transfers of stock; the powers, duties and tenure of its officers and agents; the classification and number of its directors, which may from time to time be fixed at a number greater or less than that named in the charter, but shall never be less than three; the manner of calling and conducting regular and special meetings of the board of directors, which may be held within or outside of the State of Maryland, and the restrictions, if any, on their powers; the expediency of providing for an executive committee and the powers which may be delegated to it; the conditions under which a new certificate of stock may be issued in place of the one which is alleged to have been lost or destroyed; and the method, in general, of transacting its business. The power to make, alter and repeal by-laws shall reside in the members or stockholders, and not in the directors, provided, however, that if there be no shares of stock outstanding and entitled to vote, the board of directors of corporations having capital stock shall have the power to make, alter and repeal by-laws.*
Ib. sec. 4. 1888, art. 23, sec. 4. 186S, ch. 471, sec. 4. 1908, ch. 240,
sec. 13. 1916, ch. 596, sec. 8, par. 13. 13. The original or a certified copy of the by-laws, including all amendments thereto made within the twenty days next pre
* For effect of by-laws in cases of non-stock companies, see Wells and McComas Council vs. Littleton, 100 Md. 416 ; Donnelly vs. Supreme Council, 106 Md. 425 ; Dague vs. Grand Lodge, 111 Md. 95. Change of By-Laws by religious corporations. Wash, Grove Association vs. Walker, 96 At. Rep. (Adv. Sheets) 1079, decided on January 29th, 1916, by the Md. Court of Appeals.
ceding, shall be kept at the principal office of the corporation in this State, and shall, during the usual business hours of every business day be open for the inspection of every stockholder or member of the corporation. A copy of the by-laws of any corporation incorporated under the laws of this State, certified to be a true copy, under its seal by the president, or a vice-president, and the secretary, or an assistant secretary, or the treasurer, or an assistant treasurer thereof, shall be received as prima facie evidence of such by-laws in the courts of this State.
Ibid. sec. 6. 1888, art. 23, sec. 6. 1869, ch. 471, sec. 6.
1908, ch. 240, sec. 14. 14. Every corporation, which is subject to the provisions of this Article, shall hold annually a stated or regular meeting for the election of directors and for the transaction of general business; the time and place of holding such meetings, and the notice to be given thereof and of the business to be transacted thereat, may be regulated by the by-laws, and unless otherwise provided by the by-laws, each shareholder or member shall be given notice of the place, day and hour of such meeting in the manner provided for in the next succeeding section; and such annual meetings shall be general meetings—that is to say, open for the transaction of any business within the powers of the corporation without special notice of such business, unless such notice is required by this Article or by the by-laws.*
1908, ch. 240, sec. 15. 15. At any time in the interval between regular meetings, extraordinary meetings of the shareholders or members may be called by the president, or by a majority of the board of directors, or by a majority of the executive committee (if the by-laws provide for an executive committee, and confer such powers upon such executive committee), upon ten days' written notice, stating the place, day and hour of such meeting and the business proposed to be transacted thereat; such notice shall be given to each shareholder or member by leaving the same with him or at his residence or usual place of business, or by mail
* Pa. R. R. vs. Minis, 120 Md. 496.
ing it, postage paid, and addressed to him at his address, as it appears upon the books of the corporation; and no business shall be transacted at such meetings except that specially named in the notice.
1904, art. 23, secs, 6 and 7. 1888, art. 23, secs. 6 and 7. 1868, ch. 471,
secs. 6 and 7. 1908, ch. 240, sec. 16. 1916, ch. 596, sec. 8, par. 16. 16. Upon the request in writing delivered to the president or secretary or any director, of a majority of all the members, or of the holders of a majority of all the shares outstanding and entitled to vote, it shall be the duty of such president, secretary or director to call forth with a meeting of the stockholders or members. Such request shall state the purpose of the meeting, and notice thereof shall be given as required by the next preceding section. If the person to whom such request in writing shall have been delivered shall fail to issue a call for such meeting within three days after the receipt of such request, then, the stockholders owning a majority of the voting shares, or members constituting a majority of all the members, may do so by giving fifteen days' notice of the time, place and object of the meeting by advertisement inserted in a newspaper published in the county or city in which the principal office of the corporation is situated. At any meeting called and warned under the provisions of this and the next preceding section, any director may, by a vote of a majority of all of the shares of stock outstanding and entitled to vote or by a vote of a majority in number of all of the members, be removed from office and another be appointed in the place of the person so removed, to serve for the remainder of his term.
Code (vol. 3), art. 23, sec. 17. 1908, ch. 240, sec. 17. 1916, ch. 596,
sec. 8, par. 17.
17. All meetings of the stockholders or members shall be held in this State. A majority of the shares outstanding and entitled to vote, or a majority in number of all the members present in person or by proxy, shall constitute a quorum; provided, however, that building associations, athletic or social clubs, or mutual insurance companies, whose policy-holders, for the time being, are the members thereof, and corporations having no capital stock, may provide by their by-laws what
shall constitute a quorum. Except in cases in which it is by this article provided that the vote of a certain number of shares or of a certain number of members is requisite, the vote of a majority of any quorum shall be sufficient to elect and to pass any measure within the powers of a majority of the holders of all the shares or of a majority of all the members.
1908, ch. 240, sec. 18. 1916, ch. 596, sec. 8, par. 18. 18. No corporation shall directly or indirectly vote any shares of its own stock except such as it holds, and is by its charter authorized to hold as trustee, committee, guardian, executor, administrator, or in some other tiduciary capacity. Corporations holding shares in other corporations may vote the same by such officer, agent or proxy as the board of directors may appoint, or by such officer as the by-laws may provide.
. 1904, art. 23, secs, 65, 66. 1888, art. 23, secs. 57, 58. 1868, ch. 471, secs. 52, 53, 1888, ch. 510.. 1908, ch. 240, sec. 19, 1916, ch. 396,
sec. 8, par. 18. 19. Each stockholder of every corporation of this State having capital stock, subject to the provisions of this Article, shall be entitled to one vote for every share of voting stock standing in his name; but no shares, original or increased, shall be voted by any holder if any installment duly called thereon shall be overdue and unpaid. Stockholders or members may vote either in person or by proxy, but no proxy which is dated more than three months before the meeting at which it is offered shall be accepted, unless such proxy shall, on its face, name a longer period for which it is to remain in force.*
1908, ch. 240, sec, 20.
20. Any corporation subject to the provisions of this Article may by its by-laws provide, through cumulative voting, for minority representation in the election of directors.
1904, art. 23, sec. 68. 1888, art. 23, sec, 60. 1868, ch. 471, sec, 5).
1908, ch. 240, sec. 21. 21. If it shåll happen at any time that an election of directors is not made on the day designated therefor, the corporation
* Pope vs. Whitridge, 110 Md. 468. Stockholders are not trustees or quasitrustees for each other. Pa. R. R. Vs. Minis, 120 Md. 461, 486.