650 ARTICLE 23.

Maryland, and the restrictions, if any, on their powers; the expediency
of providing for an executive committee and the powers which may be
delegated to it; the conditions under which a new certificate of stock may
be issued implace of the one which is alleged to have been lost or destroyed;
and the method, in general, of transacting its business. The by-laws may
authorize the board of directors, by the vote of a majority of the entire board
of directors, to increase the number of directors fixed by the charter or by
the by-laws within a limit specified in the by-laws, and to fill the vacancies
created by any such increase in the number of directors. The by-laws may
fix, or authorize the board of directors to fix, the time, not exceeding twenty
days preceding the date of any meeting of stockholders, any dividend pay-
ment date or any date for the allotment of rights, during which the books
of the corporation shall be closed against transfers of stock. In lieu of
providing for the closing of the books against transfers of stock, as aforesaid,
the by-laws may fix, or authorize the board of directors to fix, a date, not
exceeding twenty days preceding the date of any meeting of stockholders,
any dividend payment date or any date for the allotment of rights, as a
record date for the determination of the stockholders entitled to notice of
and to vote at such meeting, or entitled to receive such dividends or rights,
as the case may be; and only stockholders of record on such date shall be
entitled to notice of and to vote at such meeting or to receive such divi-
dends or rights, as the case may be. The members or stockholders shall have
full power to make, alter and repeal by-laws, but the board of directors of
any corporation having capital stock may exercise such power, if there are
no shares of stock outstanding and entitled to vote thereon. If authorized
by the by-laws adopted as aforesaid, the board of directors shall have the
power' to make, alter and repeal additional and supplementary by-laws
not inconsistent with any of the by-laws adopted as aforesaid, but any such
additional or supplementary by-laws may be altered or repealed by the
members or stockholders.

A subscriber to stock who has admitted the validity of the by-laws of a corpora-
tion, and thus induced other persons to act, cannot in a suit for the balance of his
subscription question the mode by which such by-laws were adopted. Morrison v.
Dorsey, 48 Md. 471.

Under sec. 63 of the Code of 1904, a by-law providing that no stockholder owing
to the corporation a mature debt should transfer his stock until the debt was paid,
was held valid and enforceable against all transferees of stock except bona fide pur-
chasers. Grafflin Co. v. Woodside, 87 Md. 151.

Under sec. 63 of the Code of 1904, if a by-law made by a corporation was not con-
firmed by a general meeting of the company as therein provided, it ceased to have
force. No by-law can alter or abridge the terms of the statute law. Darrin v. Hoff,
99 Md. 499.

An. Code, sec. 13. 1904, sec. 4. 1888, sec. 4. 1868, ch. 471, sec. 4. 1908, ch. 240, sec. 13.
1916, ch. 596, sec. 13. 1922, ch. 309, sec. 13.

16. The original or a certified copy of the by-laws, including all amend-
ments thereto, shall be kept at the principal office of the corporation in this
State, and shall, during the usual business hours of every business day be
open for the inspection of every stockholder or member of the corporation.
A copy of the by-laws of any corporation incorporated under the laws of