776 ARTICLE 23

State incorporated prior to June 1, 1916, which files with the State Tax
Commission the location of its principal office and the name and postoffice
address of at least one resident agent, (giving in each case the county and
city, town or place and street and number, if number there be), need not
thereafter have a director who is a citizen or resident of this State but shall
be thenceforth subject to the provisions of this section relating to corpora-
tions formed on or after June 1, 1916. No amendment of the charter of
any such corporation shall be necessary to change the location of the prin-
cipal office of such corporation from one place in a county or the City of
Baltimore to another place in such county or city, or to make any change
whatsoever in the names or addresses of any resident agents. Every such
corporation shall notify the State Tax Commission promptly of any change
(riot made by amendment) in the location of its principal office, or in the
name or postoffice address of any resident agent, (giving in each case the
county and city, town or place, street and number, if number there be).
The State Tax Commission shall keep a public index of the locations of the
principal offices and the names and addresses of the resident agents of all
such corporations. Every corporation of this State incorporated prior to
June 1, 1916, not complying with this section, shall have at least one direc-
tor who is a citizen of this State actually residing therein.

An. Code, 1924, sec. 12. 1912, sec. 9. 1908, ch. 240, sec. 9. 1916, ch. 596, sec. 9.

11. Every corporation subject to the provision of this article shall have
a president, a secretary and a treasurer, all of whom shall be chosen by the
board of directors unless the by-laws otherwise provide. The President
shall be chosen from among the directors. The corporation may have one
or more vice-presidents, assistant secretaries and assistant treasurers, if
the by-laws so provide, all of whom shall be chosen by the board of directors,
unless the by-laws otherwise provide. Any two of the above offices, except
those of President and Vice-President, may, if provided by the by-laws, be
held by the same person, but no officer shall execute, acknowledge or verify
any instrument in more than one capacity, if such instrument is required
by law or by the by-laws to be executed, acknowledged or verified by any
two or more officers. Except when otherwise provided the directors and offi-
cers hereinbefore mentioned shall hold office for one year and until their
successors are chosen and qualified. The manner of filling all vacancies
occurring in the board of directors or among the officers hereinbefore men-
tioned shall be as provided irr the by-laws; and in default of such by-laws

such vacancies shall be filled by the board of directors.
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.

12. 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