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ART. XXIII] OFFICERS, DIRECTORS AND BY-LAWS. 87
1908, ch. 240, sec. 10. 1916, ch. 596, sec. 10.
10. The board of directors may exercise all of the powers of the
corporation, except such as are by-laws or by the charter or by the
by-laws conferred upon or reserved to the stockholders or members.
The by-laws may provide for an executive committee of two or more
members to be elected from and by the board of directors; and to such
committee may be delegated any or all of the powers of the board of
directors in the management of the business and affairs of the corpo-
ration to the extent authorized by such by-laws.
Directors may allow officers such salaries as properly compensate them.
The court will not substitute its judgment for that of the directors pro-
vided the latter act in good faith within their powers, and the salaries
fixed by them are not clearly excessive. Even if such salaries are excess-
ive or improper, the acts of the directors in fixing them are voidable and
not void. Directors who are also stockholders will not be given relief in
equity against their own actions; nor do the assignees of such stockholders
stand in any better position. Rights of minority stockholders; procedure.
Matthews v. Headley Chocolate Co., 130 Md. 534.
1904, art. 23. sec. 67. 188.8, art. 23, sec. 59. 1868, ch. 471. sec. 54. 1908, ch. 240,
sec. 11. 1916, ch. 596, sec. 11
11. Every corporation may, by its by-laws, divide its directors into
classes and prescribe the tenure of office of the several classes; but no
class shall be elected for a period shorter than that from the time of
the election following the division into classes until the next annual
meeting and thereafter for a period shorter than the interval between
annual meetings or for a longer period than five years, and the term
ci office of at least one class shall expire each year.
1904, art. 23, sec. 63. 1888, art. 23, sec. 55. 1868, ch. 471. sec. 50.
1908, ch. 240, sec. 12. 1916. ch. 596, 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 of mem-
bers or stockholders, including elections, the canvassing of votes, the
method of verifying proxies, and the time, not exceeding thirty days,
preceding any meeting of stockholders or any dividend date, during
which the books shall be closed, or during which the books may be
closed by order of the board of directors, against transfers of stock;
the powers, duties and tenure of its officers and agents; the classifica-
tion and number of its directors, which may from time to time be
fixed at a number greater or less than that named in the charter, but
shall never be less than three; the manner of calling and conducting
regular and special meetings of the board of 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 powers 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,
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