BANKS AND TRUST COMPANIES 409

nished the Bank Commissioner, showing the name, residence and actual
number of shares subscribed to and paid for. If, upon such examination,
it .appears that such bank is lawfully entitled to commence business, the
Bank Commissioner shall forthwith give to such bank a certificate, under
his hand and official seal, that such bank is authorized to commence busi-
ness. If the Bank Commissioner has reason to believe that the stockholders
have formed the same for any other than the legitimate business con-
templated by this Article, he may, with the advice and consent of the
Governor, withhold the certificate herein mentioned.

An. Code, 1924, sec. 26. 1912, sec. 26. 1910, ch. 219, sec. 26 (p. 13). 1931, ch. 294, sec. 26

1933, ch. 272. 1935, ch. 495.

35. The affairs of the bank shall be managed by a board of not less
than five directors, a majority of whom shall be residents of Maryland
and shall be elected by the stockholders and hold office for one year, and
until their successors have been elected and have qualified. A majority of
the Board of Directors shall constitute a quorum for the transaction of
business. In the first instance the directors shall be elected at a meeting
held before the bank is authorized to commence business by the Bank
Commissioner, and afterwards at the annual meeting of the stockholders
to be held during the month of January; and if for any reason an election
is not had at that meeting, it may be held at a subsequent meeting called
for that purpose, of which due notice shall be given as provided in the
by-laws of such bank. Every director shall take and subscribe an oath
that he will diligently and honestly perform the duties of such office, and
will not knowingly violate or permit a violation of any provision of this
Article; that he is the owner in good faith of unencumbered stock in the
bank, of the par value of not less than one hundred dollars ($100.00) in
the case of banks having a capital stock not in excess of twenty-five thou-
sand dollars ($25,000.00); two hundred and fifty dollars ($250.00) in
the case of banks having a capital stock or more than twenty-five thousand
. dollars ($25,000.00) and not in excess of fifty thousand dollars ($50,-
000.00) ; five hundred dollars ($500.00) in the case of banks having a
capital stock of more than fifty thousand dollars ($50,000.00) standing
in his name on the books of the bank. Provided, however, that in deter-
mining the amount of stock which a director shall own, only the par value
of the common stock shall be considered and capital notes and/or deben-
tures sold or issued by any such banking institution shall not be considered
in such calculation. Any vacancy in the Board of Directors shall be filled
by the Board, and the directors so appointed shall hold office until the
next election. Within fifteen days after the date on which the annual
meeting of the stockholders is held, the directors elected at such meeting
shall, after due qualification, hold a meeting at which the officers of the
bank shall be elected and hold their offices for one year and until their
successors have been elected and qualified, unless sooner removed by the
board of directors. The directors of a bank for the time being shall give
three weeks' public notice in at least two daily newspapers published
in the City of Baltimore, if the corporation be located in the City of
Baltimore, or in at least one or more newspapers published in the county
if there be two newspapers published in the county where the corporation
may be located, if not located in the said city of the annual meeting of
the stockholders. Nothing contained in this section shall be construed to
affect the term of office of any director heretofore elected.

See Art. 23, sec. 9, et seq.