228 ARTICLE 23.

12.

Cited but not construed in Maas v. Maas, 165 Md. 347.

An. Code, 1924, sec. 13. 1912, sec. 10. 1908, ch. 240, sec. 10. 1916, ch. 596, sec. 10.
1920, ch. 545, sec. 10. 1935, ch. 551, sec. 13.

13. The board of directors may exercise all the powers of the corpora-
tion, except such as are by law or by the charter or by the by-laws con-
ferred 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 manage-
ment of the business and affairs of the corporation, to the extent authorized
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 in the absence of a member or members of the
executive committee, the members thereof present at any meeting (whether
or not they constitute a quorum) may appoint a member or members of
the board of directors to act in the place or places of such absent member
or members.

Cited but not construed in Maas v. Maas, 165 Md. 347.

See notes to sec. 10.

14.

Cited but not construed in Maas v. Maas, 165 Md. 347.

An. Code, 1924, sec. 15. 1912, sec. 12. 1904, sec. 63. 1888, sec. 55.

1868, ch. 471, sec. 50. 1908, ch. 240, sec. 12. 1916, ch. 596, sec. 12.

1920, ch. 545, sec. 12. 1927, ch. 581, sec. 15.

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 man-
ner of conducting its meetings of members or stockholders, including elec-
tions, 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 filling all vacancies occurring in the board of directors or
among the officers, and, if the by-laws so provide, vacancies occurring in
the board of directors may be filled by the vote of a majority of the
remaining directors, although such majority is less than a quorum; 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
Maryland, and the restrictions, if any, on its powers; the expediency of
providing for an executive committee and the powers which may be dele-
gated to it; the conditions under which a new certificate of stock may be
issued in place 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