two or more classes of stock have been issued, of a majority of each class) outstanding and entitled to vote.

(6) Subject to the provisions of Article 38 of the Declaration of Rights, to acquire by purchase or in any other manner, and to take, receive, hold, use and employ, sell, mortgage, lease, dispose of and otherwise deal with any property, real or personal, including the shares, bonds and securities of other corporations, situated in or out of this State, which may be appropriate to enable it to carry on the operations or fulfil the purposes named in the certificate of incorporation.

(7) To have such officers aud agents as the business of the corporation may require.

(8) To make by-laws not inconsistent with law for regulating the government of the corporation and for the administration of its affairs.

(9) Generally to exercise the powers set forth in the certificate of incorporation and those herein enumerated and also to do every other act or thing not inconsistent with law which may be appropriate to promote and attain the objects and purposes for which the corporation was formed.

Art. 23, Sec. 7-In the absence of express authority, a corporation, the amount of whose capital stock is fixed in this charter, has no power to purchase its own shares either for the purpose of holding or selling them, or for the purpose of cancelling and retiring them. Maryland Trust Co. v. Mechanic's Bank, 102 Md. 608.

One corporation may deal in the shares of another without express authority so to do, unless where expressly prohibited, or the nature of its business renders it improper so to deal. Davis v. U. S. Elec. Co., 77 Md. 35. Where the bill charged that one corporation, having control of the management of another corporation, was using its power to make the latter subservient to its own interest, to use it as a feeder, and finally utterly to destroy it whenever it might be to the profit of the first corporation so to do; it was held, that this would be a fraud of the most flagrant character, and that courts can not be too ready to afford the strongest remedy allowed by law for the prevention or redress of the wrong. Ibid.

(a) By "perpetual succession" perpetual existence is evidently meant. (See Sec. 75, Art. 23.) (b) If it is desired to further limit the power to mortgaged property, etc., such limitations should be set forth in the certificate of incorporation. (c) Article 38 of the Declaration of Rights refers to religious corporations. (d) It is important, therefore, to set forth in the certificate of incorporation all special powers which it is desired that the corporation shall exercise. (See form

of certificate in Appendix.)

OFFICERS AND DIRECTORS.

Election.

8. The business and property of every corporation subject to the provisions of this Article shall be conducted and managed by a board of not less than three directors, managers or trustees at least one of whom shall be a citizen of and shall actually reside within this State. For the first year and until their successors are chosen and qualified, the board shall consist of the persons named as such in the certificate of incorporation-subject, however, to the right of increase, decrease and removal, on the part of the stockholders, hereinafter granted. After the first year, and subject to the provisions of Section eleven of this Article, the members of the board shall be elected by the shareholders or members of the corporation at their annual meetings: and a majority of the board shall constitute a quorum for the transaction of business.

Organization.

9. Every corporation subject to the provisions of this Article shall have a president, a secretary, a treasurer and, if the by-laws so provide one or more vice-presidents-all of whom shall be chosen by the directors unless the by-laws otherwise provide. The president and at least one of the vice-presidents shall be chosen from among the directors; the treasurer and the secretary need not be directors; and any two offices, except those of president and vice-president, may be filled by the same person.

Executive Committee.

10. The board of directors may exercise all the powers of the corporation, except such as are by law or by the certificate of incorporation or by the by-laws conferred upon or reserved to the shareholders or members. The by-laws may provide for an executive committee of two or more members to

Art. 23, Sec. 8-For number of directors, see Sec. 12, Art. 23. For removal of directors, see Sec. 16, Art. 23. For liability of directors, see Emerson v. Gaither, 103 Md. 564. Murphy v. Penniman, 105 Md. 452. Thomas v. Penniman, 105 Md. 475.

be elected from and by its board of directors; and to such committee may be delegated the management of the current and ordinary business of the corporation and such other duties as the by-laws may prescribe.

Classes of Directors.

11. Every corporation may by its by-laws, divide directors into classes and prescribe the tenure of office of the several classes; but no class shall be elected for a shorter period than one year, or for a longer period than five years, and the term of office of at least one class shall expire in each year. Except when otherwise provided, the directors and officers heretofore mentioned shall hold office for one year and until their successors are chosen and qualified. The manner of choosing or appointing all other officers and agents, and the manner of filling all vacancies occurring in the board or elsewhere, shall be prescribed by the by-laws; and, in default of such by-laws, such vacancies may be filled by the board of directors.

By-Laws.

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 and elections, including the canvassing of votes, the method of verifying proxies, and the time, preceding any meeting, during which the books shall be closed 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 certificate of incorporation, but shall never be less than three; the manner of calling regular

Art. 23, Sec. 10-The right to delegate practically all the powers of the board of directors to the executive committee under provisions of this character is not fully determined, but there seems to be no reason why such delegation would not be valid between meetings of the board. Frost on Corporations, 3d Ed., sec. 39.

Art. 23. sec. 11-It would seem proper under this section to provide by the by-laws for a division of directors into classes at the first annual meeting of the corporation; the directors being elected at such a meeting for terms of one, two, three, four or five years, as the case may be, and at all subsequent meetings for the full term.

and special meetings of the 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 duties 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 shareholders and not in the directors.

Evidence.

13. 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 and secretary or treasurer thereof, shall be received as prima facie evidence of such bylaws in the courts of this State.

MEETINGS.

Regular and General Meetings.

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.

Extraordinary Meetings.

15. At any time in the interval between regular meetings, extraordinary meetings of the shareholders or members may

Art. 23, sec. 12-Beneficiaries of beneficial associations bound by by-laws. Wigand v. Fraternities Order, 97 Md. 443.

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 power upon such executive committee), upon ten days' written or printed 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 mailing it, postage prepaid, 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.

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 forthwith a meeting of the shareholders 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 shareholders 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 president, director or directors may, by the vote of a majority in interest of all shareholders, or by the vote of a majority in number of all the members, be removed from office and another or others be appointed in the place of the person or persons so removed, to serve for the remainder of his or their term or terms.

17. All meetings of the shareholders or members shall be held within this State. A majority in interest of all the stock

Art. 23, sec. 16-(This notice need only be published once.)