CORPORATIONS. 647

which may be appropriate to enable it to carry on the operations or fulfill
the purposes named in the charter; but nothing herein shall authorize the
sale, mortgage, lease, or other disposition by a public service corporation
of any part of its property or franchises in any case in which the approval
or consent of The Public Service Commission of Maryland is now or may
hereafter be required by law, unless and until such approval or consent shall
have been obtained.

(7) To have such officers and agents as the business of the corporation
may require.

(8) To make by-laws not inconsistent with law or with its charter for
regulating the government of the corporation and for the administration
of its affairs.

(9) Generally to exercise the powers set forth in its charter and those
herein enumerated, and also to do every other act or thing not inconsistent
with law which may be appropriate to promote and attain the objects and
purposes set forth in its charter.

The action of a cemetery company whose charter declared it was not formed for
profit and should have no capital stock, in issuing shares equivalent to stock and
for the conduct of its business so as to produce profits, held not to be ultra vires
in the light of sec. 53 of the Code of 1888. Gregory v. Chapman, 119 Md. 505.

Right of the majority of a quorum of stockholders to provide for the issue of
bonds under paragraph (5) of this section, not passed on. Consolidation of religious
corporations. This section referred to in construing art. 23, secs. 21 and 115. Bennett
v. St. Paul's Church, 137 Md. 348.

Where a corporation has power to hold land for some purposes or to a limited
extent, its right to take and hold any particular land is a matter which can be
called in question only in a direct proceeding instituted by the State. Hagerstown
Mfg. Co. v. Keedy, 91 Md. 438.

A club held to be entitled to increase its membership by virtue of the act of
1868, ch. 471, sec. 48 (sec. 61, Code 1904), analogous in part to sub-division (9) of
this section. Chesapeake Club v. State, 63 Md. 463 (separate opinion).

An agreement by an inmate to transfer all of his property to a home for the
aged, upheld, under the act of 1868, ch. 471, sec. 48 (sec. 61, Code 1904), analogous
in part to sub-division (9) of this section. General German Home v. Hammerbeck,
64 Md. 604.

Secs. 57 to 63 of the Code of 1904, referred to in deciding that a building associa-
tion was liable on a note discounted for the purpose of raising money to pay a
borrower the amount advanced to him. Davis v. West Saratoga Building Union,
32 Md. 294.

Sec. 63 of the Code of 1904 (analogous in part to sub-division (8) of this section),
cited but not construed in, Frank v. Morrisom, 55 Md. 406.

See notes to sec. 13.

Officers, Directors and By-Laws.

An. Code, sec. 8. 1904, secs. 65, 3. 1888, secs. 57, 3. 1868, ch. 471, secs. 52, 3.
1908, ch. 240, sec. 8. 1916, ch. 596, sec. 8. 1920, ch. 545, sec. 8

10. The business and property of every corporation subject to the pro-
visions of this Article shall be conducted and managed by a board of not
less than three directors, managers or trustees. Until the first annual meet-
ing and until their successors are duly chosen and qualified, the board shall
consist of the persons named as such in the charter—subject, however, to
the right of increase, decrease and removal granted by this Article. Subject
to the provisions of Section 14 of this Article, the members of succeeding
boards shall be elected by the stockholders or members of the corporation