CORPORATIONS 779

Amendments to the Constitution of a hospital held not to have been properly
adopted, inasmuch as no notice of the proposed amendment was given as required by
the Constitution; proxies not permitted to vote. Amendment not adopted by majority
of those present in person and by proxy; conflict between Constitution and by-laws.
Defects not cured by approval of minutes at subsequent meeting. Stevens v. Emergency
Hospital, 142 Md. 534; Emergency Hospital v. Stevens, 146 Md. 161.

Persons who are borrowers from a corporation and subscribe to its stock as if it
were a regular building association, but had no interest in its profits, were not share-
holders within the meaning of this section requiring notice of meetings under sec. 18
Mortgage Bond Asso. v. Baker, 157 Md. 309.

As to a waiver of notice of meeting, see sec. 27.

An. Code, 1924, sec. 18. 1922, ch. 309, sec. 14 1/2.

17. In any case in which neither the charter nor the by-laws of a cor-
poration having no capital stock, heretofore or hereafter incorporated,
provides for members thereof as such, and in any case in which any such
corporation has in fact no members other than the members of its governing
body or board by whatever name they may be called, the members for the
time being of its governing body or board shall, for the purposes of any
statutory provision or rule of law relating to members of corporations
having no capital stock, be taken to be the members of such corporation, as
well as members of such governing body or board, and may meet as mem-
bers of such corporation and exercise all of the rights and powers of
members thereof.

An. Code, 1924, sec. 19. 1912, sec. 15. 1908, ch. 240, sec. 15. 1927, ch. 581, sec. 19.

18. (1) At any time in the interval between regular meetings, extraor-
dinary meetings of the shareholders or members may be called by the
president, or by a majority of the board of directors, or by a majority of
the executive committee (if the by-laws provide for an executive com-
mittee, and confer such power upon such executive committee), upon ten
days' written or printed notice, stating the place, day and hour of such
meeting and the business proposed to be transacted thereat; such notice
shall be given to each shareholder or member by leaving the same with him
or at his residence or usual place of business, or by mailing it, postage
prepaid, and addressed to him at his address, as it appears upon the books
of the corporation; and no business shall be transacted at such meetings
except that specially named in the notice.

(2) Unless otherwise provided by the by-laws no notice of any meeting,
regular or extraordinary, need be given to shareholders or members who
are not entitled to vote thereat. This paragraph (2) shall not be construed
as implying that in the absence of this paragraph notice to such share-
holders or members would be necessary.

See footnote to sec. 9.

See notes to sec. 16.

An. Code, 1924, sec. 20. 1912, sec. 16. 1904, secs. 6, 7. 1888, secs. 6, 7. 1868, ch. 471,
secs. 6 and 7. 1908, ch. 240, sec. 16. 1916, ch. 596, sec. 16.

19. Upon the request in writing delivered to the president or secretary
or any director, of a majority of all the members, or of the holders of a
majority of all the shares outstanding and entitled to vote, it shall be the
duty of such president, secretary or director to call forthwith a meeting
of the stockholders or members. Such request shall state the purpose of
the meeting, and notice thereof shall be given as required by the next pre-
ceding section. If the person to whom such request in writing shall have
been delivered shall fail to issue a call for such meeting within three days