The aegis & intelligencer. [volume] (Bel Air, Md.) 1864-1923, 1868-06-26
[CHAPTER ALL
Is. AN ACT


To repeal Article twenty-six Of the Code of Pub
lie General Laws, and to enact substitute
therefor, and to repeal section twenty-five, Of
Article sixteen, sections ninety-nine to one
hundred and three, of the same Ar
ticle, and sections thirty-three to forty-three,
of Article lightweight, of the Code of Public
General Laws. ...-.... o. a. .,
Section /. Be it enacted by the General AS
sembly of Maryland, That any corporation may
acknowledge any deed which such corporation
has the power to make by attorney, appointed
by such corporation, under the seal thereof, and
such appointment may be embodied in the
deed. I'm ..
Sec. 2. And be it enacted, That no corpora
ton created or to be created, and not expressly
incorporated for banking purposes shall by any
implication or construction, be authorized to ex-
ercse banking privileges or to issue any note,
token or devise, scrip or other evidence of debt
to be used as currency.
Sec. 3. And be it enacted, That when the cor
porate powers of any corporation, incorporated
under the laws of this State are directed by its
charter, or certificate of incorporation to be ex-
ercsed by any particular body or number OF
persons, majority of such body or persons, il
it be not otherwise provided in the charter or
certificate of Incorporation shall be sufficient
number to form board for the transaction OF
business; and every decision of O majority OF
the persons duly assembled as board, shall be
valid as a corporation Act. .......
Sec. 4. And be it enacted, That a copy of any
bylaw, of any corporation, incorporated under
the laws of this State, under its SEAL and pur-
porting to be signed by the President, Secretary
or Treasurer of the corporation, shall be receiv-
ed as primG facie evidence of such bylaw, in
the Courts of this State. 80
Sec. 5. And be it enacted That the President
and Directors of every corporation shall keep
full, fair, and'correct accounts of their transac-
tions, which shall be open at all times to the in
specton OF the stockholders or members, and
they shall annually prepare full and true state
ment of the affairs of the Corporation, which
shall be certified by the President and Secretary,
and submitted at the annual meeting of the stock
holders or members.
Sec. 6. And be it enacted, That general meet
ings of the stockholders of any corporation in
corporated under the laws of this State, may be
called at any time upon the requirement oil
stockholders entitled to vote majority of the
stock of said corporation, Of which meeting not
less than ten days notice shall be given in q
newspaper published in the county in which the
principal place Of business of said corporation is
situated and also in newspaper published in
the City of Baltimore and when said principal
place of business is situated in said city, then in
two newspapers published therein; and if the
President and Directors refuse to call such meet
ing, the said stockholders so owning majority
Of said stock, may do SO on giving notice as
above set forth. -..-..,.-. a
Sec. I. And be it enacted, That at any gener.
al meeting of the stockholders, called as provi-
ded for in the next preceding section, any Presi'
dent, Director or Directors of said corporation
may, by vote of a majority in interest of the
whole number of stockholders, be removed from
office, and another or others be appointed in
the place of the person or persons SO remov-
ed, to serve for the remainder of his or their
term.
Sec. 8. And be it enacted, That whenever five
or more stockholders or any private corporation,
created under the laws of this State, at least
thirty days before an election for Managers, Di-
rectors or other officers of such corporation,
elected by the stockholders thereof shall give
notice in writing of their intention to canvas the
votes which may be given at the next election
thereof and shall deliver said notice at the usual
place of business of such corporation, to the
President, Cashier, Secretary, Director or other
principal Manager of such company, it shall be
the duty of the officer receiving such notice inn
medately to communicate the same by mail to
all the stockholders of such corporation living in
the State.
Sec. 9. And be it enacted, That upon proof
made TO the judges of such election of such no
tice having been delivered as aforesaid, by any
five stockholders, such judges shall, before re-
CelFluS INC FOteS, require every 5tUChuOluer
offering to vote in person the stock of the corpo-
ration to make an oath or affirmation that the
stock which such person proposes and offers to
vote In the election then to be held, is his sole
and bona Jfde property, or belongs solely and
bona Jfde to him and bis partner or partners in
trade, or is held by him as Trustee or in some
| fiduciary relation to be specified in such oath,
and that his right and title to the same has been
fairly and bona Jfde and not colorably and fraud
I'll ntal .nt 80
intent to increase the number Of votes which
would otherwise be allowed to said stock, nor
in any manner, directly or indirectly, to violate
| avoid or evade the standard of voting as fixed
either by the charter Of said company or its by
laws and that the said stock, to the best of bis
knowledge, belief and information, or any in
terest he has therein, is not retained in his name
or in that of his partner, on the books of said
corporation, with any such intent design or
and in good faith to comply with the charters
of the said corporation and its regulations upon
the subject of voting stock therein. A'
Sec. 10. And be it enacted, That whenever
such stock is owned by and stands in the name
of any corporation or BODY polite, some officer
thereof shall take the oath prescribed in the last
preceding section, and further declare, on oath,
that he has full opportunity from his official sta
ton in the corporation TO know the opinions and
sentiments of majority of the Directors thereof
in relation to such stock, and that he represents
them fairly in the premises. ~ ID"
Sec. IL. Ard be it enacted, That no person
or body corporate shall vote by proxy on stock
held in any private corporation, unless the per-
son, or in case of body corporate the Presi-
dent, Cashier, or some lawfully constituted off
Ger thereof, shall make oath before some person
authorized by the laws of Maryland, or by the
laws of the State where the same shall be ad.
ministered, to administer an oath to the same
effect as required by the ninth section of this
Article, certificate OF which oath shall be pro.
!uced before the person or persons holding said
lection before any vote by proxy shall be re.
.eived.
Sec. H. And be it enacted, That no person
hall act as Director of any bank requiring that
the Directors thereof shall hold any number o.
shares therein, unless the said Director, before
he acts as such, shall make oath before some
Justice Of the Peace that he is the sole and bona
tide owner of the stock, standing in his name on
the books Of said bank, aud that the same has
not been transferred, 10 qualify him to serve az
Director therein.