CORPORATIONS. 739

stock, file with the comptroller of the State, a certificate setting forth the
amount of such desired increase, and thereafter such company .shall be en-
titled to have such increased capital as is fixed by said certificate.

An. Code, sec. 268. 1904, sec. 250. 1888, sec. 166. 1876, ch. 242, sec. 10.

202. The persons named in said certificate of incorporation, or any
three of them, shall be authorized to order books to be opened for receiving
subscriptions to the capital stock of said company, at such time or times,
and at such place or places as they may deem expedient, after having given
at least thirty days' notice, in a newspaper published or generally circulated
in one or more counties where books of subscriptions are to be opened, of
the time and place of opening books; and so soon as ten per centum on the
capital stock shall be subscribed, they may give like notice for the stock-
holders to meet at such time and place as they may designate, for the pur-
pose of choosing seven directors, who shall continue in office until the time
fixed for the annual election, and until their successors are chosen and
qualified. At the time and place appointed, directors shall be chosen by
ballot, by such of the stockholders as shall attend for that purpose, either
in person or by lawful proxies; each share shall entitle the owner to one
vote, and a plurality of votes shall be necessary for a choice; but after the
first election of directors, no person shall vote on any share on which any
instalment is due and unpaid; the persons named in such certificate or such
of them as may be present, shall be inspectors of such election and shall
certify what persons are elected directors, and appoint the time and place
for holding their first meeting; a majority of said directors shall form a
board, and be competent to fill vacancies in their board, make by-laws, and
transact all business of the corporation; a new election shall be annually
held for directors, at such time and place as the stockholders at their first
meeting shall determine, or as the by-laws of the corporation may require;
and the directors chosen at any election shall, so soon thereafter as may be
convenient, choose one of their number to be president, and shall each take
an oath or affirmation faithfully to discharge his duties; and they shall from
time to time make such dividends of the profits of said company as they
may think proper.

Cited but not construed in Hodges v. Baltimore, etc., Ry. Co., 58 Md. 622.

An. Code, sec. 269. 1904, sec. 251. 1888, sec. 167. 1876, ch. 242, sec. 11. 1896, ch. 151.

203. The said president and directors, or their agent or agents, author-
ized by them, may agree with the owner or owners of any land, earth,
gravel, stone, timber, streams or materials, or any improvements which
may be wanted for the proper construction or repair of any of said roads,
or any of their works, for the purchase and use and occupation or diversion
of the same; and if they cannot agree, or if the owner or owners or any
of them be an infant, feme covert, who is not possessed of the property to
her sole and separate use, or authorized to contract in reference to the same,
non compos mentis, or out of the county where such property wanted may
lie, when such property may be wanted, or for any other cause be legally in-
capable of contracting, application may be made by the said company to