774 ARTICLE 23

An. Code. 1924, sec. 9. 1912, sec. 7. 1904, secs. 57 to 63, inclusive. 1888, secs. 49 to 55,

inclusive. 1868, ch. 471, secs. 44 to 50, inclusive. 1886, ch. 306. 1908, ch. 240,

sec. 7. 1922, ch. 309, sec. 7. 1924, ch. 334.

8. Every corporation which is subject to the provisions of this Article
shall have the following general powers, except where the special provisions
relating to any particular classes of corporations are inconsistent herewith:

(1) To have perpetual succession by its corporate name.

(2) To sue and be sued, complain and defend in all courts.

(3) To make and use a common seal and alter the same at pleasure.

(4) To transact its business, carry on its operations within or without
this State, and to exercise in any other State, territory, district or posses-
sion of the United States, or in any foreign country, so far as the laws
thereof permit, the powers granted by this Article.

(5) To make contracts, incur liabilities, and borrow money for its cor-
porate purposes; and to issue bonds, notes and other obligations and secure
the same by mortgage or deed of trust of all or any part of its property,
franchises and income; provided any such issue of bonds, notes or other
obligations secured by mortgage or deed of trust of any of the franchises
of the corporation shall have been authorized at any meeting duly warned,
as provided for in Sections 18 or 19 of this Article, by the affirmative vote
of a majority of all of its members or a majority of all of its stock (or if
two or more classes of stock have been issued, of a majority of each class),
outstanding and entitled to vote thereon.

(6) Subject to the provisions of Article 38 of the Declaration of Rights,
to acquire by purchase or in any other manner, and to take, receive, hold,
use and employ, sell, mortgage, lease, dispose of and otherwise deal with
any property, real or personal, situated in or out of this State, including
shares in, and bonds, notes and other obligations of other corporations, in-
corporated under the laws of this State or of any other State or otherwise,
which may be appropriate to enable it to carry on the operations or fulfill
the purposes named in the charter; but nothing herein shall authorize the
sale, mortgage, lease, or other disposition by a public service corporation
of any part of its property or franchises in any case in which the approval
or consent of The Public Service Commission of Maryland is now or may
hereafter be required by law, unless and until such approval or consent shall
have been obtained.

(7) To have such officers and agents as the business of the corporation
may require.

(8) To make by-laws not inconsistent with law or with its charter for
regulating the government of the corporation and for the administration
of its affairs.

(9) Generally to exercise the powers set forth in its charter and those
herein enumerated, and also to do every other act or thing not inconsistent
with law which may be appropriate to promote and attain the objects and
purposes set forth in its charter.

The action of a cemetery company whose charter declared it was not formed for
profit and should have no capital stock, in issuing shares equivalent to stock and
for the conduct of its business so as to produce profits, held not to be ultra vires in
the light of sec. 53 of the Code of 1888. Gregory v. Chapman, 119 Md. 505.

Right of the majority of a quorum of stockholders to provide for the issue of bonds
under paragraph (5) of this section, not passed on. Consolidation of religious corpora-
tions. This section referred to in construing art. 23, secs. 20 and 116. Bennett v. St.
Paul's Church, 137 Md. 348.

Where a corporation has power to hold land for some purposes or to a limited
extent, its right to take and hold any particular land is a matter which can be called
in question only in a direct proceeding instituted by the State. Hagerstown Mfg. Co.
v. Keedy, 91 Md. 438.