ART. 23] BY-LAWS——MEETINGS. 541

ing 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.

1904, art. 23, sec. 63. 1888, art. 23, sec. 55. 1868, ch. 471, sec. 50.
1908, ch. 240, sec. 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 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 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.

A subscriber to stock who has admitted the validity of the by-laws of a
corporation, and thus induced other persons to act, can not in a suit for the
balance of his subscription question the mode by which such by-laws were
adopted. Morrison v. Dorsey, 48 Md. 471.

Under section 63 of the code of 1904, a by-law providing that no stock-
holder owing to the corporation a mature debt should transfer his stock
until the debt was paid, was held valid and enforceable against all trans-
ferees of stock except bona fide purchasers. Grafflin Co. v. Woodslde, 87
Md. 151.

Under section 63 of the code of 1904, if a by-law made by a corporation
was not confirmed by a general meeting of the company as therein pro-
vided, it ceased to have force. No by-law can alter or abridge the terms of
the statute law. Darrin v. Hoff, 99 Md. 499.

Ibid. sec. 4. 1888, art. 23, sec. 4. 1868, ch. 471, sec. 4.
1908, ch. 240, sec. 13.

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 presi-
dent and secretary or treasurer thereof, shall be received as prima facie
evidence of such by-laws in the courts of this State.

Meetings.

Ibid. sec. 6. 1888, art. 23, sec. 6. 1868, 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