460

LAWS OF MARYLAND.

Capital stock

SEC. 2. The capital stock of the Baltimore and Southern
Railroad Company shall be one and a-half million dollars,
($1,500,000,) divided into shares of one hundred dollars each,
and if at any time the capital stock of said company shall be
found to be insufficient for the purpose of this act, then the
president and directors of said company may, from time to
time, increase the stock of said company, by the addition of
as many shares of stock as they may deem necessary, and may
receive subscriptions to the same, or sell the same at a price
not below the par value, after giving at least 30 days' notice of
opening the books for subscription, or of selling such shares ;
provided, that the president and directors shall not increase the
said capital stock beyond the sum or amount of $3,000,000.

Directors.

SEC. 3. There shall be chosen annually, on the first Wednes-
day in June, in each year, by the stockholders of the said com-
pany, seven directors, and the directors of the said company, or
a majority of them, shall have power to appoint judges of all
elections by the stockholders, and to elect a president of said

President.

company, either from amongst the directors or others, and to
allow him such compensation as they may deem proper; and
if any vacancy shall occur by death, resignation or refusal to
act, of any president or director before the year for which he

Vacancies.

was elected has expired, a person to fill such vaca'nt place for
the remainder of the year, may be appointed by the president
and directors of the said company, or a majority of them, and
the president and directors of the said company shall hold and
exercise their offices until the new election of president and
directors, and all election which, by this act or by the by-laws of
said company, are to be made on a particular day, or at a par-
ticular time, if not made on such a day or at such a time, may
be made at any time; provided, however, that a failure to hold
an annual meeting of stockholders for the purpose of electing
directors, or the failure to elect directors during any one or
more years, shall not be held or taken to work a forfeiture or
to constitute an abandonment of this act of incorporation; but
the directors chosen at any time shall continue to hold and
exercise their office until such time as a new election shall be
made according to the provisions of this act. The stock-
holders, in general meeting,' may, from time to time, alter,
and change the number of directors of said company; pro-
vided, however, that the number of directors shall never be
fixed at less than seven nor more than fifteen.

SEC. 4. A general meeting of the stockholders shall be held
annually at the time appointed for the election of president