E. LOUIS LOWE, ESQUIRE, GOVERNOR.
591
such sum per share, not less than five per cent. on
the
amount subscribed, as shall be determined upon by the
said John A. Smith, James Smith and Edward Hoye,
or a majority of them, upon each and every share of
stock so subscribed for, and shall by virtue thereof be
taken and considered and thereby become a member of
said corporation, and at all meetings of the stockholders
be entitled to one vote for each and every share so held
by him; and all absent stockholders shall be allowed
to vote by proxy; and all shares in said corporation
shall be considered personal property and be transferable
as such on the books of said corporation.
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SEC. 4. And be it enacted,
That the concerns of
said corporation shall be managed by a president who
shall be a director, and nine other directors, to be chosen
annually by the stockholders, and to serve for the term
of one year and until others are chosen; and that until
such choice of a president and directors, which shall not
exceed one year from the organization of said company,
the said John A. Smith, James Smith and Edward
Hoye or a majority of them, shall have the same powers
and authority as such president and directors would
have if chosen as aforesaid, and a majority of said directors
shall constitute a quorum for the transaction of
business; and in case a vacancy shall occur in the
presidency or direction of said corporation, the remaining
directors shall have power to fill such vacancy by
appointing some stockholder to that office, till the next
meeting of the stockholders for the choice of directors.
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Affairs—how
managed.
Vacancy—
how filled.
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SEC. 5. And be it enacted,
That a meeting of the
stockholders shall be annually at such time and
place as shall be established by the by-laws, and it
shall be the duty of the said president and directors, at
said meeting, to make a report of the condition and
affairs of said corporation; and a special meeting of
said stockholders may be called at any time by a majority
of the directors, or by one or more stockholders,
who shall represent one-fifth part of said capital stock,
of which meeting ten days previous notice, stating the
object of said meeting, shall be given in some newspaper
printed in said city of Cumberland or Baltimore;
and at all meetings of the stockholders, the owners or
representatives of a majority of the capital stock shall
constitute a quorum for the transaction of business, and
shall have power to pass, amend, alter or repeal the by-laws,
and to remove from office any director, officer or
agent of said corporation, and to appoint others in their
stead; and shall also have power to require settlements,
statements and accounts relating to the business of said
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Meeting
of
stockholders
held annually.
Special meetings.
Quorum.
Settlement.
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