778 ARTICLE 23

as aforesaid, the by-laws may fix, or authorize the board of directors to
fix, a date, not exceeding thirty days preceding the date of any meeting of
stockholders, any dividend payment date or any date for the allotment of
rights, as a record date for the determination of the stockholders entitled
to notice of and to vote at such meeting, or entitled to receive such divi-
dends or rights, as the case may be; and only stockholders of record on such
date shall be entitled to notice of and to vote at such meeting or to receive
such dividends or rights, as the case may be. The members or stock-
holders shall have full power to make, alter and repeal by-laws, but the
board of directors of any corporation having capital stock may exercise
such power, if there are no shares of stock outstanding and entitled to
vote thereon. If authorized by the by-laws adopted as aforesaid, the board
of directors shall have the power to make, alter and repeal additional and
supplementary by-laws not inconsistent with any of the by-laws adopted as
aforesaid, but any such additional or supplementary by-laws may be
altered or repealed by the members or stockholders.

A subscriber to stock who has admitted the validity of the by-laws of a corpora-
tion, and thus induced other persons to act, cannot in a suit for the balance of his
subscription question the mode by which such by-laws were adopted. Morrison v.
Dorsey, 48 Md. 471.

Under sec. 63 of the Code of 1904, a by-law providing that no stockholder owing
to the corporation a mature debt should transfer his stock until the debt was paid,
was held valid and enforceable against all transferees of stock except bona, fide pur-
chasers. Grafflin Co. v. Woodside, 87 Md. 151.

Under sec. 63 of the Code of 1904, if a by-law made by a corporation was not con-
firmed by a general meeting of the company as therein provided, it ceased to have
force. No by-law can alter or abridge the terms of the statute law. Darrin v. Hoff,
99 Md. 499.

See footnote to sec. 9.

An. Code, 1924, sec. 16. 1912, sec. 13. 1904, sec. 4. 1888, sec. 4. 1868, ch. 471, sec. 4.
1908, ch. 240, sec. 13. 1916, ch. 596, sec. 13. 1922, ch. 309, sec. 13.

15. The original or a certified copy of the by-laws, including all amend-
ments thereto, shall be kept at the principal office of the corporation in this
State, and shall, during the usual business hours of every business day be
open for the inspection of every stockholder or member of the corporation.
A copy of the by-laws of. any corporation incorporated under the laws of
this State, certified to be a true copy, under its seal by the president, or
a vice-president, and the secretary, or an assistant secretary, or the trea-
surer, or an assistant treasurer, thereof, shall be received as prima facie

evidence of such by-laws in the courts of this State.
Cited but riot construed in Watson v. Loan & Savings Asso., 158 Md. 344.

Meetings.

An. Code, 1924, sec. 17. 1912, sec. 14. 1904, sec. 6. 1888, sec. 6. 1868, ch. 471, sec. 6.

1908, ch. 240, sec. 14.

16. Every corporation, which is subject to the provisions of this article,
shall hold annually a stated or regular meeting for the election of directors
and for the transaction of general business; the time and place of holding
such meetings, and the notice to be given thereof and of the business to be
transacted thereat, may be regulated by the by-laws, and unless otherwise
provided by the by-laws, each shareholder or member shall be given notice
of the place, day and hour of such meeting in the manner provided for in
section 18 ; and such annual meetings shall be general meetings—that is to
say, open for the transaction of any business within the powers of the cor-
poration without special notice of such business, unless such notice is
required by this article or by the by-laws.