CORPORATIONS. 229

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 payment 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 thirty 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 divi-
dends 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 dividends or rights, as the case may be. The members or stock-
holders 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altered or repealed by the members or stockholders.
See footnote to sec. 10.

16.

Cited but not construed in Watson v. Loan & Savings Asso., 158 Md. 344.

Meetings.

17.

To first note to this section, on page 651 of vol. 1 of Code, add Emergency
Hospital v. Stevens, 146 Md. 161.

Persons who are borrowers from a corporation and subscribe to its stock as
if it were a regular building association, but had. no interest in its profits, were
not shareholders within the meaning of this section requiring notice of meet-
ings under sec. 19. Mortgage Bond Asso. v. Baker, 157 Md. 309.

An. Code, 1924, sec. 19. 1912, sec. 15. 1908, ch. 240, sec. 15. 1927, ch. 581, sec. 19.
19. (1) At any time in the interval between regular meetings, extra-
ordinary meetings of the shareholders or members may be called by the
president, or by a majority of the board of directors, or by a majority of
the executive committee (if the by-laws provide for an executive com-
mittee, and confer such power upon such executive committee), upon ten
days' written or printed notice, stating the place, day and hour of such
meeting and the business proposed to be transacted thereat; such notice
shall be given to each shareholder or member by leaving the same with him
or at his residence or usual place of business, or by mailing it, postage
prepaid, and addressed to him at his address, as it appears upon the books
of the corporation; and no business shall be transacted at such meetings
except that specially named in the notice.