646 ARTICLE 23.

the board of directors, to amend the certificate of incorporation in the fol-
lowing manner:

An amended certificate of incorporation shall be signed by all of the in-
corporators who signed the original certificate of incorporation. Such
amended certificate of incorporation shall be executed, acknowledged, de-
livered and recorded in the same manner, as in the case of an original cer-
tificate of incorporation, but no bonus tax shall be payable except in respect
of any increase in authorized capital stock, and upon receipt for record by
the State Tax Commission, such amended certificate of incorporation shall
take the place of the original certificate of incorporation. Such amended
certificate of incorporation shall contain only such provisions as it would
be lawful and proper to insert in an original certificate of incorporation.

This section was intended to save the incorporation of persons who had in good
faith attempted to comply with the law, but whose compliance turned out to have
been irregular and informal. It has no application where, through neglect, there
has been no attempt to comply with important requirements of the law which are
conditions precedent to the possession or use of corporate franchises. This section
construed in connection with art. 81, sec. 104. National Shutter Bar Co. v. Zimmer-
man, 110 Md. 319.1

An. Code, sec. 7. 1904, secs. 57 to 63, inclusive. 1888, secs. 49 to 55, inclusive.

1868, ch. 471, secs. 44 to 50, inclusive. 1886, ch. 306. 1908, ch. 240, sec. 7.

1922, ch. 309, sec. 7. 1924, ch. 334.

9. Every corporation which is subject to the provisions of this Article
shall have the following general powers, except where the special provisions
relating to any particular classes of corporations are inconsistent herewith:

(1) To have perpetual succession by its corporate name.

(2) To sue and be sued, complain and defend in all courts.

(3) To make and use a common seal and alter the same at pleasure.

(4) To transact its business, carry on its operations within or without
this State, and to exercise in any other State, territory, district or posses-
sion of the United States, or in any foreign country, so far as the laws
thereof permit, the powers granted by this Article.

(5) To make contracts, incur liabilities, and borrow money for its cor-
porate purposes; and to issue bonds, notes and other obligations and secure
the'same by mortgage or deed of. trust of all or any part of its property,
franchises and income; provided any such issue of bonds, notes or other
obligations secured by mortgage or deed of trust of any of the franchises
of the corporation shall have been authorized at any meeting duly warned,
as provided for in Sections 19 or 20 of this Article, by the affirmative vote
of a majority of all of its members or a majority of all of its stock (or if
two or more classes of stock have been issued, of a majority of each class),
outstanding and entitled to vote thereon.

(6) Subject to the provisions of Article 38 of the Declaration of Rights,
to acquire by purchase or in any other manner, and to take, receive, hold,
use and employ, sell, mortgage, lease, dispose of and otherwise deal with
any property, real or personal, situated in or out of this State, including
shares in, and bonds, notes and other obligations of other corporations, in-
corporated under the laws of this State or of any other State or otherwise,

1 This note deals with sec. 6 as it was prior to act, 1916, ch. 596.