any officer appointed by the executive committee may be removed by the board of directors. A majority of the executive committee shall be a quorum for the transaction of business. The executive committee may hold its meetings at any place designated by themselves, and may prescribe and regulate what, if any, notice shall be given of meetings of the committee.

ARTICLE III.

OFFICERS.

Section First. The officers of the company shall consist of a president, vice-presidents, a treasurer and a secretary, and the said officers shall hold office for one year or until their successors are elected. The said officers shall be elected by a majority vote of the board of directors, and none of them, except the president and vice-presidents, need be a member of the board of directors, Any two of said officers, except that of president, may, at the discretion of the board of directors, be held by the same person. The board of directors may from time to time appoint such other officers and agents with such powers and duties as they deem necessary.

Section Second. Any vacancy in any office shall be filed by a majority vote of the board.

THE PRESIDENT.

Section Third. The president shall preside at all meetings of the board of directors and shall have general and active management of the business of the company. He shall sign and seal certificates of stock, and shall have the general superintendence and direction of all the officers of the company, and shall see that their duties are properly performed.

The president shall submit a report of the operation of the company for the year, and of the state of its affairs, on the -, to the directors at their regular meeting in — of each year, and from time to time shall report to them all matters within his knowledge, which the interests of the company may require to be brought to their notice.

THE VICE-PRESIDENTS.

Section Fourth. The vice-presidents shall, (in their order, be vested with all the powers and required to perform all the duties of the president in his absence. They may sign certificates of stock, and shall perform such other duties as may be prescribed by the board of directors or the executive committee.

PRESIDENT PRO TEM.

Section Fifth. In the absence of the president and the said vice-presidents the board may appoint a president pro tem.

THE TREASURER.

Section Sixth. The treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the company, and shall deposit all moneys and other valuable effects in the name and to the credit of the company in such depositories as may be designated by the board of directors or executive committee. He shall disburse

the funds of the company as may be ordered by the board, taking proper vouchers for such disbursements, and shall render to the president and the directors at the regular meetings of the board, or whenever they may require it, an account of all his transactions as treasurer and of the financial condition of the company, and at the regular meeting of the board in annually, he shall make a like report for the preceding year. (He shall give the company a bond in an amount and with security satisfactory to the board of directors or to the executive committee, for the faithful performance of the duties of his office and the restoration to the company, in case of his death, resignation or removal from office, of all books, papers, vouchers, money or other property of whatever kind in his possession belonging to the company, and containing such other provisions as the board of directors or executive committee may require. Certificates of stock, when signed by the president or a vice-president, shall be countersigned by the treasurer. He shall keep the accounts of stock registered and transferred in such form and manner and under such regulations as the board of directors may prescribe. The board of directors or the executive committee may also appoint an acting or assistant treasurer or treasurers as permanent or temporary officers.)

THE SECRETARY.

Section Seventh. The secretary shall record all the votes and proceedings of the stockholders and of the directors, in a book kept for that purpose. He shall perform such other duties as pertain to his office or as the president, the board of directors or the executive committee may require. In the absence of the secrtary from any meeting of the stockholders or directors, the record of the proceedings shall be kept and authenticated by such other person as may be appointed for that purpose at the meeting. The board of directors or the executive committee may also appoint an acting or assistant secretary or secretaries as permanent or temporary officers.

ARTICLE IV.

CHECKS, NOTES, ETC.

Section First. All checks, notes and orders for the payment of money shall be signed by the treasurer or any other officer or agent of the company designated by vote of the board of directors.

Section Second. All promissory notes and acceptances shall be signed V by the president or vice-president and the treasurer.

ARTICLE V.

FISCAL YEAR, WORKING CAPITAL AND DIVIDENDS.

Section First. The fiscal year of the company shall commence on the first day of in each year and end on the following 31st day

of

Section Second. The board of directors may declare dividends from the surplus or net profits of the company over and above the amount which from time to time may be fixed by the board as working capital. Section Third. The dates for the declaration of dividend upon the preferred stock shall be the days fixed by these by-laws for the regular monthly meetings of the board of directors in the months of in each year; on which days the board of directors, in its discretion, shall declare what, if any, dividends shall be declared upon the preferred stock; provided, however, that the board shall have the right on either of said days or at any other time to declare dividends on the pre

ferred stock out of the surplus or net profits and to declare the preferred stock dividend for the whole or any part of the current year. The dividends on the preferred stock shall be payable — on the

Section Fourth. Whenever in any year the full annual dividend on the preferred stock shall have been paid, or declared as payable and set aside, and all the dividends accumulated and unpaid thereon shall have been fully paid, the board of directors, in its discretion, but subject to the limitations set forth in the certificate of incorporation, shall declare what, if any, dividend shall be paid on the common stock, and any dividend so declared shall be paid at such time or times as the board shall determine.

ARTICLE VI.
SEAL.

The seal of the company shall be circular in form, with the words -," thereon.

ARTICLE VII.
STOCK.

Section First. Certificates of stock shall be issued and signed by the president and by the treasurer, and sealed with the seal of the company. Section Second. All transfers of stock shall be made on the books of the company by the holder of the shares in person or by his attorney upon surrender and cancellation of certificates for a like number of shares.

Section Third. The board of directors shall have power and authority to make all such rules and regulations as they may deem expedient concerning the issue, transfer and registration of certificates of stock, and may appoint a transfer agent and a registrar of transfers, and may require all stock certificates to bear the signature of such transfer agent and of such registrar of transfers.

Section Fourth. The stock transfer books shall be closed for the payment of dividends during such periods, if any, as from time to time may be fixed by the board of directors, and during such periods no stock shall be transferable.

Section Fifth. In case any certificate of stock is lost, mutilated or destroyed, the board of directors may issue a new certificate in place thereof upon such terms and conditions as it may deem advisable

ARTICLE VIII.

ORDER OF BUSINESS FOR ANNUAL MEETINGS OF STOCKHOLDERS. Section First.

1. Organization of meeting.

2. Statement by secretary of the number of shares of stock represented in person or by proxy.

3. Submission by secretary of certificate of service of notice of meeting and verified alphabetical list of stockholders.

4. Reading of minutes of last stockholders' meeting.

5. Reports.

6. Appointment of tellers.

7. Nomination of directors for ensuing year.

8. Chairman to declare polls open at

9. Unfinished business.

These by-laws may be altered, amended or added to by stockholders at any regular or extraordinary meeting, provided, copy of proposed amendment shall be mailed to each stockholder of record at least days prior to the meeting at which the same is to be acted upon.

[FORM 6.]

Corporate Acknowledgments.

(Deeds may be acknowledged by attorneys appointed therein as follows :) does hereby

And this Deed, further witnesseth: that the said appoint

to be its attorney, for it and in its name, and as and for its corporate act and deed to acknowledge this Deed before any person having authority by the laws of the State of Maryland to take such acknowledgment, to the intent that the same may be recorded.

the subscriber, a

personally appeared

of the State of Maryland, in and for the attorney named in the foregoing Deed and by virtue and in pursuance of the authority therein conferred upon him, acknowledged said Deed to be the corporate act and deed of said

(Or such may be made by the president or vice-president of the company, as follows:)

STATE OF MARYLAND,

COUNTY OF

On this

me, a

personally appeared before the which executed the fore

of the State of Maryland, in and for president (or vice-president) of the

going instrument, and acknowledged the same to be the corporate act and deed of said

Mr.

was chosen temporary chairman, and Mr.

rary secretary of the meeting.

tempo

The secretary presented and read a waiver of notice of the meeting signed by all the directors and same was ordered spread upon the minutes.

(See form of waiver.)

-, 19

The secretary then presented to the meeting a certified copy of the certificate of incorporation which had been filed with the Treasurer of the State of Maryland on the day of and on motion duly made and seconded, it was RESOLVED, That said certificate of incorporation be and is hereby accepted and ordered spread upon these minutes.

(Set out certificate.)

Upon motion duly made and seconded, it was

RESOLVED, That subscriptions to the stock of this company be received at par, payable in cash as called by the board of directors, or in such property or services as shall be agreed upon and the issue authorized by the affirmative vote of a majority of each class of the stock of this corporation outstanding and entitled to vote as provided by law.

Whereupon stock subscription books being open, the following subscriptions to stock at par, payable in cash as called by the board of directors, were received, to wit:

On motion duly made and seconded, the meeting thereupon adjourned to meet at day of 19- -, at

o'clock.

on the

day of

secretary.

The secretary reported that at a meeting of the stockholders of said corporation held on the 19 -, by-laws had been adopted. The board of directors did thereupon proceed to the election of officers as provided in said by-laws, and the following gentlemen were unanimously elected officers of the company to serve until the next annual meeting and until their successors are elected and qualify:

President,

-; vice-president,

; secretary,

On motion duly made and seconded

RESOLVED, That the treasurer give a bond in the sum of

to be approved by the board.

On motion duly made and seconded,

; etc.

dollars,

RESOLVED, That the president and treasurer be and they are hereby authorized to issue certificates of stock in the following forms:

(See Forms Nos.

On motion duly made and seconded,
RESOLVED, That until otherwise ordered,

be and is hereby desig

nated as the depository of the funds of this company.