CORPORATIONS 777

executive committee, the members thereof present at any meeting (whether
or not they constitute a quorum) may appoint a member or members of
the board of directors to act in the place or places of such absent member
or members.

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

Directors may allow officers such salaries as properly compensate them. The court
will not substitute its judgment for that of the directors provided the latter act
in good faith within their powers, and the salaries fixed by them are not clearly ex-
cessive. Even if such salaries are excessive or improper, the acts of the directors in
fixing them are voidable and not void. Directors who are also stockholders will not
be given relief in equity against their own actions; nor do the assignees of such
stockholders stand in any better position. Rights of minority stockholders; pro-
cedure. Matthews v. Headley Chocolate Co., 130 Md. 534.

See notes to sec. 9.

An. Code, 1924, sec. 14. 1912, sec. 11. 1904, sec. 67. 1888, sec. 59. 1868, ch. 471, sec. 54.
1908, ch. 240, sec. 11. 1916, ch. 596, sec. 11.

13. Every corporation may, by its by-laws, divide its directors into
classes and prescribe the tenure of office of the several classes; but no class
shall be elected for a period shorter than that from the time of the election
following the division into classes until the next annual meeting and
thereafter for a period shorter than the interval between annual meetings
or for a longer period than five years, and the term of office of at least one
class shall expire each year.

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

An. Code, 1924, sec. 15. 1912, sec. 12. 1904, sec. 63. 1888, sec. 55. 1868, ch. 471, sec. 50.
1908, ch. 240, sec. 12. 1916, ch. 596, sec. 12. 1920, ch. 545, sec. 12. 1927, ch. 581, sec. 15.

14. Every corporation may, subject to any special provisions of this
article and subject to the provisions of its charter, determine by its by-
laws : The manner of calling, the time and place of holding, and the man-
ner of conducting its meetings of members or stockholders, including elec-
tions, and canvassing of votes, the method of verifying proxies, the powers,
duties and tenure of its officers and agents; the classification and number
of its directors, which may from time to time be fixed at a number greater
or less than that named in the charter, but shall never be less than three;
the manner of filling all vacancies occurring in the board of directors or
among the officers, and, if the by-laws, so provide, vacancies occurring in
the board of directors may be filled by the vote of a majority of the
remaining directors, although such majority is less than a quorum; the
manner of calling and conducting regular and special meetings of the
board of directors, which may be held within or outside of the State of
Maryland, and the restrictions, if any, on its powers; the expediency of
providing for an executive committee and the powers which may be dele-
gated to it; the conditions under which a new certificate of stock may be
issued in place of the one which is alleged to have been lost or destroyed;
and the method, in general, of transacting its business. The by-laws may
authorize the board of directors, by the vote of a majority of the entire
board of directors, to increase the number of directors fixed by the charter
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