782 ARTICLE 23

The act of 1868, ch. 471, sec. 53 (sec. 66, Code 1904), held not to affect a pro-
vision of the charter of a corporation organized in 1860, in view of sec. 417 of the
Code of 1904 (see sec. 1). Webb v. Ridgely, 38 Md. 370.

For a case dealing with secs. 8 to 11 of the Code of 1904, regulating the canvass of
votes, etc., see Webb v. Ridgely, 38 Md. 372.

See note to sec. 9.

As to contests in any church, society, or congregation relative to the right of voting,
or the conduct of a meeting, see sec. 279.

1937, ch. 504, sec. 234.

23. Any corporation of this State, heretofore or hereafter incorporated,
may by its charter confer upon the holders of any bonds, notes or other obli-
gations, issued or to be issued by such corporation, any voting or other
rights which under the law are or may be conferred on stockholders.¹

An. Code, 1924, sec. 24. 1912, sec. 20. 1908, ch. 240, sec. 20.

24. Any corporation subject to the provisions of this article may by
its by-laws provide, through cumulative voting, for minority representation
in the election of directors.

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

An. Code, 1924, sec. 25. 1912, sec. 21. 1904, sec. 68. 1888, sec. 60. 1868, ch. 471, sec. 55.

1908, ch. 240, sec. 21.

25. If it shall happen at any time that an election of directors is not
made on the day designated therefor, the, corporation shall not for that
reason be dissolved; but it shall be lawful on any other day (upon due notice
as the by-laws may provide, and in default of any provision, then upon
notice, as prescribed by section 18 of this article) to hold such election;
and all acts of directors so holding over shall be valid until their successors
are duly chosen and qualified.

An. Code, 1924, sec. 26. 1912, sec. 22. 1904, sec. 13. 1888, sec. 13. 1868, sec. 471, sec. 13.
1908, ch. 240, sec. 22. 1924, ch. 578. 1931, ch. 480.

26. (1) Unless the instrument or order appointing such fiduciaries
otherwise directs: (a) shares standing in the name of fiduciaries may be
voted by them either in person or by proxy, and fiduciaries may, upon
proof of title and qualification, vote either in person or by proxy the
shares standing in the name of any person for whom they are authorized
to act.; (b) where shares are held jointly by three or more fiduciaries the
will of the majority of such fiduciaries shall control the manner of voting
or the giving of a proxy; (c) where, in any case, the fiduciaries are equally
divided upon the manner of voting the. shares jointly held by them, any

1 Secs. 12 and 13 of ch. 504, 1937, read as follows:

Sec. 12. And be it further enacted, That nothing in this Act shall be taken or
construed as affecting the existence of any corporation existing on June 1, 1937, or as
impairing the validity of any corporate act done or performed in conformity with
the pre-existing law; and nothing in this Act shall release any corporation, association
or joint stock company from the payment of any tax or the performance of. any
obligation to the State or to any county or city therein due or existing, on June 1,
1937, or affect or change the remedy for the collection or enforcement of the same;
and nothing in this Act shall release, affect or impair the rights of any creditor of any
corporation, association or joint stock company, or the obligations or liability of any
corporation, association or joint stock company or of any shareholder, member, director
or officer of any corporation, association or joint stock company, existing on June 1,
1937, or affect or change the remedy for the collection or enforcement of the same.

Sec. 13. And be it further enacted, That if any provision of this Act, or the applica-
tion thereof to any person or circumstance, is held invalid, the remainder of the Act, and
the application of such provision to other persons or circumstances shall not be
affected thereby.