558 CORPORATIONS. [ART. 23

out of this State, which may be necessary or proper to. enable
said corporation to carry on the operations or fulfill the pur-
poses named in its certificate of incorporation, and generally
to do every other act or thing, not inconsistent with law, which
may be necessary or proper to promote the objects, designs
and purposes for which said corporation was formed.
Hagerstown Mnfg. Co. v. Keedy, 91 Md. 438.

1888, art. 23, sec. 54. 1868, ch. 471, sec. 49.

62. Fifth. To appoint a president of the company from
among the directors, trustees or managers, and to appoint such
officers and agents as the business of the corporation shall
require; to allow them a suitable compensation, require secu-
rity for the faithful discharge of their duties and regulate the
tenure of office of the said officers.

Eckenrode v Chemical Co. 55 Md. 65.

Ibid. sec. 55. 1868, ch. 471, sec. 50.

63. Sixth. To make by-laws, not inconsistent with law, for
the management of its property, the regulation of its affairs,
and for the transfer of its stock, if any such stock there be; for
the forfeiture of stock not paid for, and for the disposition of
the proceeds thereof; for the calling of regular, special and
general meetings of the directors, managers and trustees of
said corporation, and fixing the place or places where the same
shall be held, and to provide for all other matters which may
be regulated by by-laws, and from time to time to repeal, amend
or re-enact the same; but every such by-law, and every repeal,
amendment or re-enactment thereof, unless in the meantime
confirmed at a general meeting of the company, duly called for
that purpose, shall only have force until the next annual meet-
ing of the company, and in default of confirmation thereof,
shall, from that time only, cease to have force. The stock-
holders, or members of the corporation, may, at any general
meeting, make by-laws, which shall not be rescinded by the
directors, managers or trustees.

Morrison v. Dorsey, 48 Md. 471. Grafflin v. Woodside, 87 Md 151.

Ibid. sec. 56. 1868, ch. 471, sec 51.

64. No corporation shall possess or exercise any corporate
powers except such as are conferred by law, and such as shall
be necessary to the exercise of the powers so acquired.

Davis v. West Saratoga Bldg. Union, 32 Md. 295. State v. Consolidation
Coal Co., 46 Md. 9.