Vacancy—
how filled.
Proviso.
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to twenty-five or upwards, shall annually, on the
first
day of May, in the city of Baltimore, or at such other
time or place before such judges, and the election to
be conducted in such manner as by the by-laws or
regulations hereafter to be made by the directors, may
be appointed, elect from the stockholders of said company,
thirteen directors, of whom a majority at least shall
be and continue residents of the State of Maryland, to
serve for one year and until others shall be chosen, which
said directors, during their term of service, shall have
the sole management and direction of the stock, property,
affairs and concerns of said company, public notice
whereof shall be given by the directors twenty days
previous to holding such election, by advertisement inserted
in at least one of the newspapers printed in the
city of Annapolis and in the city of Baltimore; and the
said election shall be made by such of the stockholders
of said company as shall attend for that purpose, either
in person or by proxy, and all elections shall be by ballot,
each share of stock on which all instalments due
have been paid, shall entitle the holder thereof to one
vote, and the thirteen persons who shall have the
greatest number of votes, shall be the directors, and if
it shall happen at any election that two or more persons
shall have an equal number of votes, so that no choice
shall have been made as to such persons, then the
stockholders herein authorised to vote at such election,
shall proceed by ballot a second time, and by a plurality
of votes, determine which of the persons so having
an equal number of votes, shall be the director or directors,
so as to complete the number required; and the
said directors so chosen, shall elect one of their number,
or one of the stockholders, to be the president of
the said company, who may preside at the meetings of
the directors; and if any vacancy shall be occasioned
in the board of directors by death, resignation or otherwise,
the same shall be filled for the remainder of the
term in which it may happen, by such person or persons
among the stockholders, as the remainder of the
directors may appoint; and in case it shall at any time
happen that an election of directors shall not be made
on the day, when pursuant to this act it ought to have
been made, the said corporation shall not, for that reason,
or for any non-user, be deemed dissolved, but it
shall and may be lawful on any other day to hold an
election of directors as the by-laws shall provide, or the
directors last elected, or a majority of them shall authorise;
Provided, that at least one election be made annually.
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