1086 LAWS OF MARYLAND. [CH. 565

SECTION 1. Be it enacted by the General Assembly of
Maryland, That Section 21 of Article 23 of the Annotated
Code of Maryland (1924-1929 Edition), be and it is hereby
repealed and re-enacted with amendments so as to read as
follows:

21. All meetings of the stockholders or members shall
be held in this State, but meetings of members of any cor-
porations having no capital stock may be held without the
State if the charter so provides; and meetings of stock-
holders of corporations having capital stock may be held
without the State if (1) the by-laws so provide, and (2)
the stockholders entitled to cast a majority in number
of votes at the meeting either (a) consent in writ-
ing executed and filed with the records of the meet-
ing either before or after the holding thereof to the hold-
ing of such meeting outside the State or (b) appear by their
addresses as shown on the books of the corporation to be
non-residents of this State. The presence, in person or by
proxy, of stockholders or members entitled to cast a ma-
jority in number of votes, shall be necessary to constitute
a quorum, unless the charter otherwise provides; provided,
however, that building associations, athletic or social clubs,
or mutual insurance companies, whose policy-holders, for
the time being, are the members thereof, and corporations
having no capital stock may provide by their by-laws what
shall constitute a quorum. Except in cases in which it is
by this Article, or by charter or by-law provision not in-
consistent with this Article, otherwise provided, a major-
ity of the votes cast, at a duly constituted meeting, shall
be sufficient to elect and pass any measure. If so provided
in the by-laws of any corporation having no capital stock,
any action required by law to be taken or authorized by
the affirmative vote of a majority or other designated pro-
portion of all of the members shall be effective and valid
if taken or authorized by not less than a majority or not
less than such other designated proportion, as the case may
be, of all of the votes thereon to which all of the mem-
bers present, in person or by proxy, at a duly constituted
meeting shall be entitled.

SEC. 2. And be it further enacted, That this Act shall
take effect June 1st, 1933.

Approved April 21, 1933.