644 ARTICLE 23.

in this article authorized to be made in the by-laws, may, if desired, be
made in the certificate of incorporation.

Certificates of incorporation.

A certificate of incorporation (under art. 26, sec...49, of the Code of 1860), held
not to be fatally defective, because the capital stock was stated to be $150,000, con-
sisting of SOO 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 in-
corporators were "free white persons," etc. The act of 1852, ch. 231,-was not in-
tended to apply to religious corporations. Baltzell v. Church Home, 110 Md. 260.

A certificate of incorporation held to have been duly executed, acknowledged
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 sufficient. Baile
v. Calvert College, 47 Md. 122.

As to the certificate of incorporation of railroad companies, see sec. 195.

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 art. 3, sec. 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 incor-
poration is the basis for calculating the bonus tax, and it makes no difference that
such certificate provides that the capital, under certain conditions, 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 enterprise 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 im-
plied. Eckenrode v. Chemical Co. of Canton, 55 Md. 65.

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

See notes to art. 3, sec. 48, of the Md. Constitution. Singer v. Wyman Memorial
Assn., 138 Md. 407.

As to the articles of incorporation of state banks, see art. 11, secs. 21 and 22; as
to articles of association of savings banks, see art. 11, sec. 31; as to articles of in-
corporation of trust companies, see art. 11, sec. 42, et seq; as to co-operative asso-
ciations, see sec. 420, et seq.

1920, ch. 545, sec. 3A.

5. Provisions in the charters or by-laws of corporations of this State,
heretofore or hereafter incorporated, requiring for any purpose the vote of
the holders of a proportion of the shares of one or more classes of stock
greater than the proportion thereof required by any provision of this Arti-
cle for such purpose are hereby declared legal and binding.

An. Code, sec. 4. 1904, secs. 51, 52 and 56. 1888, secs. 43, 44 and 48.

1868, ch. 471, secs. 38, 39, 43. 1888, ch. 454. 1908, ch. 240, sec. 4.

1914, ch. 789, sec. 4. 1916, ch. 596, sec. 4. 1920, ch. 327, sec. 4.

6. Every certificate of incorporation, together with a copy thereof, shall
be delivered to the State Tax Commission, which, upon the payment, and
not before, of the recording fees, for which provision is hereinafter made,