654 CORPORATIONS. [AET. 23

general circulation in the county where such delinquent stockholder
resides, at the time of making such subscription, or becoming such
assignee or transferee, or of his actual residence at the time of said sale;
or if such stockholder reside out of the State, such publication shall be
made in the county where the principal office of the company is located;
and if any residue of money shall remain after paying the amount due
on said stock, the same shall on demand be paid over to the owner; and
if the whole of said instalment be not paid by such sale, the remainder
shall be recoverable by an action of debt against the subscriber, assignee
or transferee.

1904, art. 23, sec. 249. 1888, art. 23, sec. 165. 1876, ch. 242, sec. 9.

267. Whenever any railroad company, heretofore incorporated or
created and incorporated under the provisions of this article, shall, in
the opinion of the directors thereof, require an increased amount of
capital stock, they shall, if authorized by the holders of three-fourths of
all of the stock, file with the comptroller of the State, a certificate setting
forth the amount of such desired increase, and thereafter such company
shall be entitled to have such increased capital as is fixed by said
certificate.

Ibid. sec. 250. 1888, art. 23, sec. 166. 1876, ch. 242, sec. 10.

268. The persons named in said certificate of incorporation, or any
three of them, shall be authorized to order books to be opened for receiv-
ing subscriptions to the capital stock of said company, at such time or
times, and at such place or places as they may deem expedient, after hav-
ing given at least thirty days' notice, in a newspaper published or gener-
ally circulated in one or more counties where books of subscriptions are
to be opened, of the time and place of opening books; and so soon as ten
per centum on the capital stock shall be subscribed, they may give like
notice for the stockholders to meet at such time and place as they may
designate, for the purpose of choosing seven directors, who shall continue
in office until the time fixed for the annual election, and until their suc-
cessors are chosen and qualified. At the time and place appointed, direct-
ors shall be chosen by ballot, by such of the stockholders as shall attend
for that purpose, either in person or by lawful proxies; each share shall
entitle the owner to one vote, and a plurality of votes shall be necessary
for a choice; but after the first election of directors, no person shall vote
on any share on which any instalment is due and unpaid; the persons
named in such certificate or such of them as may be present, shall be
inspectors of such election and shall certify what persons are elected
directors, and appoint the time and place for holding their first meeting;
a majority of said directors shall form a board, and be competent to fill
vacancies in their board, make by-laws, and transact all business of the
corporation; a new election shall be annually held for directors, at such
time and place as the stockholders at their first meeting shall determine,
or as the by-laws of the corporation may require; and the directors