ART. 23] CERTIFICATE OF INCORPORATION. 537

directors and stockholders or any class of the stockholders; provided,
such provisions are not contrary to the law of this State or inconsist-
ent with any of the terms and limitations of this article.

Certificates of Incorporation.

A certificate of incorporation (under article 26, section 49, of the code of
1860), held not to be fatally defective, because the capital stock was stated
to be $150,000, consisting of 500 shares of $100 each. The certificate need
only be acknowledged by the required incorporators. Certificate held to be
in substantial compliance with the code. Hughes v. Antietam Mfg. Co., 34
Md. 316.

Under the act of 1852, ch. 231, authorizing the formation of corporations
by "seven or more free white persons, citizens of the United States and a
majority citizens of this State," a charter is not invalid because it fails .to
state that the incorporators were ''free white persons," etc. The act of 1852,
ch. 231, was not intended to apply to religious corporations. Baltzell v.
Church Home, 110 Md. 260.

A certificate of incorporation held to have been duly executed, acknowl-
edged and certified as required by the act of 1868, ch. 471. United German
Bank v. Katz, 57 Md. 135.

The statement of the objects and purposes of a corporation, held suffi-
cient. Baile v. Calvert College. 47 Md. 122.

As to the certificate of incorporation of railroad companies, see sec. 261.

Generally.

The act of 1868, ch. 471, was intended to be a substitute for all existing
general corporation laws; its title held not to be defective under article 3,
section 29, of the State constitution. Strauss v. Heiss, 48 Md. 296. And
see Montell v. Consolidation Coal Co., 39 Md. 164.

The amount of the authorized capital stock as stated in the certificate of
Incorporation is the basis for calculating the bonus tax, and it makes no
difference that such certificate provides that the capital, under certain con-
ditions, is to be reduced. State v. Consol. Gas Co., 104 Md. 367.

A corporation authorized by its charter to act in a corporate capacity for
the purpose of prosecuting a certain enterprise and that only, has no better
right to act in a corporate capacity in the prosecution of another enter-
prise than if it had never been chartered. Corporation held to be conducting
an insurance business. International, etc., Alliance v. State, 77 Md. 561.

Both the appointment and authority of an agent of a corporation may be
implied Eckenrode v. Chemical Co. of Canton, 55 Md. 65.

The act of 1868, ch. 471, section 37—see section 50 of the code of 1904—
cited but not construed in Davis v. West Saratoga Bldg. Union, 32 Md. 293.

1904, art. 23, secs. 51, 52, and 56. 1888, art. 23, secs. 43, 44, and 48. 1868, ch. 471,
sees. 38, 39, and 43. 1888, ch. 454. 1908, ch. 240, sec. 4.

4. If the certificate is acknowledged before a justice of the peace,
bis official character shall be certified by the clerk of the circuit or
superior court under his official seal. Every certificate shall be sub-
mitted to one of the judges of the judicial circuit in which the princi-
pal office of the corporation will be located, who shall, if such certificate
is executed in conformity with the law, certify that fact thereon; when
so certified such certificate shall be delivered to the state tax commis-
sioner who, upon payment (and not before) of the recording fees here-
inafter provided for, shall receive and endorse thereon the date and
time of receipt and promptly record the same in a book to be kept by
him for that purpose. After such recording the state tax commis-
sioner shall transmit the original certificate or a copy thereof duly
certified by him 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 be again recorded. At the time of receiving such certificate