CORPORATIONS. 649

successors are chosen and qualified. The manner of filling all vacancies
occurring in the board of directors or among the officers hereinbefore men-
tioned shall be as provided in the by-laws; and in default of such by-laws
such vacancies shall be filled by the board of directors.

An. Code, sec. 10. 1908, ch. 240, sec. 10. 1916, ch. 596, sec. 10. 1920, ch. 545, sec. 10.

13. The Board of Directors may exercise all of the powers of the
corporation, except such as are by law 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 man-
agement of the business and affairs of the corporation, to the extent author-
ized by such by-laws. The by-laws may fix, or authorize the board of
directors to fix, the number of members of the executive committee, and the
by-laws may also provide that during the temporary absence of a member
of the executive committee, the remaining members may appoint a mem-
ber of the board of directors to act in his place.

Directors may allow officers such salaries as properly compensate them. The court
will not substitute its judgment for that of the directors provided the- latter act
in good faith within their powers, and the salaries fixed by them are not clearly ex-
cessive. Even if such salaries are excessive 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; pro-
cedure. Matthews v. Headley Chocolate Co., 130 Md. 534.

An. Code, sec. 11. 1904, sec. 67. 1888, sec. 59. 1868, ch. 471, sec. 54. 1908, ch. 240, sec. 11.

1916, ch. 596, sec. 11.

' 14. 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 of office of at least one
class shall expire each year.

An. Code, sec. 12. 1904, sec. 63. 1888, sec. 55. 1868, ch. 471, sec. 50. 1908, ch. sec. 12.
1916, ch. 596, sec. 12. 1920, ch. 545, sec. 12,

(15) Every corporation may, subject to any special provisions of this
Article and subject to the provisions of its charter, determine by its by-laws:
The manner of calling, the time and place of holding, and the manner of
conducting its meetings of members or stockholders, including elections, the
canvassing of votes, the method of verifying proxies, the powers, duties
and tenure of its officers and agents; the classification 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