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ART. XXIII] MEETINGS. 89
1908, ch. 240, sec. 17. 1914, ch. 379. 1916, ch. 596, see. 17.
17. All meetings of the stockholders or members shall be held in
this State. A majority of the shares outstanding and entitled to vote,
or a majority in number of all the members, present in person or by
proxy, shall constitute a quorum; provided, however, that building
associations, athletic or social clubs, or mutual insurance companies,
whose policy-holders, for the time being, are the members thereof and
corporations having no capital stock may provide by their by-laws what
shall constitute a quorum. Except in cases in which it is by this article
provided that the vote of a certain number of shares or of a certain
number of members is requisite, the vote of a majority of any quorum
shall be sufficient to elect and to pass any measure within the powers
of a majority of the holders of all the shares or of a majority of all
the members.
See notes to this section in volumes 1 and 3 of the Annotated Code.
1908, ch. 240, sec. 18. 1916, ch. 596, sec. 18.
18. No corporation shall directly or indirectly vote any shares of
its own stock except such as it holds, and is by its charter authorized
to hold as trustee, committee, guardian, executor, administrator, or in
some other fiduciary capacity. Corporations holding shares in other
corpoiations may vote the same by such officer, agent or proxy as the
board of directors may appoint or by such officer as the by-laws may
provide.
See section 36A.
1904, art. 23, secs. 65, 66. 1888, art. 23, secs. 37, 58. 1868. ch. 471, secs. 52. 53.
1888, ch. 510. 1910, ch. 240, sec. 19. 1916 ch. 596 sec. 10.
19. Each stockholder of every corporation of this State having cap-
ital stock, subject to the provisions of this Article, shall be entitled
to one vote for every share of voting stock standing in his name; but
no shares, original or increased, shall be voted by any holder if any
installment duly called thereon shall be overdue and unpaid. Stock-
holders or members may vote either in person or by proxy, but no
proxy which is dated more than three months before the meeting at
which it is offered shall be accepted, unless such proxy shall, on its
face, name a longer period for which it is to remain in force.
See notes to this section in volumes 1 and 3 of the Annotated Code.
1908, ch. 240, sec. 23. 1916, ch. 596, sec. 23.
23. Notice of the time, place and/or purpose of any meeting of
members, stockholders or directors, whether required by the by-laws or
by any provision of this Article, or otherwise, may be dispensed with
if every member or stockholder shall either attend in person or by
proxy, or if every director shall attend in person, or if every absent
member, stockholder or director shall, in writing filed with the records
of the meeting, either before or after the holding thereof, waive such
notice.
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