772 ARTICLE 23

The statement of the objects and purposes of a, corporation, held sufficient. Baile v.
Calvert College, 47 Md. 122.
As to the certificate of incorporation of railroad companies, see sec. 198.

Generally.

The act of 1868, ch. 471, was intended to be a substitute for all existing general cor-
poration laws; its title held not to be defective under art. 3, sec. 29, of the state Con-
stitution. Strauss v. Heiss, 48 Md. 296. And see Montell v. Consolidation Coal Co., 39
Md. 164.

The amount of the authorized capital stock as stated in the certificate of incorpora-
tion is the basis for calculating the bonus tax, and it makes no difference that such
certificate provides that the capital, under certain conditions, is to be reduced. State v.
Consol. Gas Co., 104 Md. 367.

A corporation, authorized by its charter to act in a corporate capacity for the pur-
pose of prosecuting a certain enterprise and that only, has no better right to act in
a corporate capacity in the prosecution of another enterprise than if it had never
been chartered. Corporation held to be conducting an insurance business. International,
etc., Alliance v. State, 77 Md. 561.

Both the appointment and authority of an agent of a corporation may be implied.
Eckenrode v. Chemical Co. of Canton, 55 Md. 65.

The act of 1868, ch. 471, sec. 37—see sec. 50 of the Code of 1904—cited but not con-
strued in Davis v. West Saratoga Bldg. Union, 32 Md. 293.

See notes to art. 3, sec. 48, of the Md. Constitution. Singer v. Wyman Memorial
Assn., 138 Md. 407.

As to the articles of incorporation of state banks, see art. 11, secs. 30 and 31; as
to articles of association of savings banks, see art. 11, sec. 40; as to articles of in-
corporation of trust companies, see art. 11, sec. 54, et seq.; as to co-operative associations,
see sec. 432, et seq.

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

See notes .to secs. 43 and 403.

An. Code, 1924, sec. 5. 1920, ch. 545, sec. 3A.

4. Provisions in the charters or by-laws of corporations of this State,
heretofore or hereafter incorporated, requiring for any purpose the vote of
the holders of a proportion of the shares of one or more classes of stock
greater than the proportion thereof required by any provision of this Arti-
cle for such purpose are hereby declared legal and binding.
Cited but not construed in Maas v. Maas, 165 Md. 347.

An. Code, 1924, sec. 6. 1912, sec. 4. 1904, secs. 51, 52 and 56. 1888, secs. 43, 44 and 48.

1868, ch. 471, secs. 38, 39, 43. 1888, ch. 454. 1908, ch. 240, sec. 4. 1914,

ch. 789, sec. 4. 1916, ch. 596, sec. 4. 1920, ch. 327, sec. 4.

5. Every certificate of incorporation, together with a copy thereof, shall
be delivered to the State Tax Commission, which, upon the payment, and
not before, of the recording fees, for which provision is hereinafter made,
and upon the payment, and not before, of the bonus tax, if any, prescribed
by law, shall receive the same for record and endorse thereon the date and
time of such receipt and promptly record the same, together with the
endorsements thereon, in a book to be kept for that purpose. After the
recording by it of such certificate of incorporation, the State Tax Commis-
sion shall transmit a copy thereof duly certified by it to the Clerk of the
Circuit or Superior Court (according to the location of the principal office
of the corporation), by whom the same shall be again recorded. At the
time of receiving such certificate of incorporation for record, the State
Tax Commission shall collect a minimum recording fee of ten dollars and
if such certificate of incorporation provides for more than one class of stock,
an additional recording fee of five dollars. One-quarter of the recording
fees collected shall be paid by the State Tax Commission for recording such
certificate of incorporation to the clerk of the Circuit or Superior Court
to whom a copy thereof is transmitted, and for the balance it shall account