788

LAWS OF MARYLAND.

CHAP. 542.

company by electing a president, vice-president, secretary-
treasurer and such other officers, committees and agents as are
deemed advisable, and the duties and compensation of all said
officers and committees and agents, and all other matters
relating to the regulation and management of the said com-
pany may be provided for in the by-laws to be, adopted as soon
thereafter as practicable, but no director shall be subject to
liability except as other members.

Notice of
election to be
given.

SEC. 7. And be it further enacted, That it shall be the duty
of the president and secretary to give notice of at least two
weeks by advertisement in some newspaper published in the
county in which the company's principal office shall be
located, of the meeting of members annually, which shall be
held on the last Thursday in May in each and every year, for
the transaction of such business as may properly be brought
before them, and for the election of seven, but not more than
eleven, directors of the company, who shall be members
thereof; but in case such election should, from any cause, not
be held on the same day, the company shall not in conse-
quence thereof be dissolved, but such election may be held at
such subsequent time as may be elected by the board of
directors or a majority of them. At all elections each member
shall have one vote, either in person or by proxy, and such
members as may be in attendance shall constitute a quorum,
every voting proxy being executed in writing before one wit-
ness at least, and tiled with the judges of election before the
balloting commences; the election to be conducted by three
judges chosen from the members and not directors; the judges
shall certify, under their hands and seals, the result of such
election, to be tiled with the secretary.

Authority to
make laws
not
inconsistent
with charter.

SEC. 8. And be it further enacted, That the board of direc-
tors shall make such by-laws not inconsistent with this charter
or the laws of the State of Maryland as they may deem neces-
sary to conduct the affairs of the company, and shall have
power to alter and amend the same, and the said by-laws and
every amendment thereof shall be binding upon all members
of said company. In case of any vacancy occurring in the
board of directors, same shall be tilled by election of the
remainder of the board to serve for the unexpired term.

General
meeting to be
called.

SEC. 9. And be it further enacted, That it shall be the duty
of the president, whenever required, in writing, by not less
than twenty members of the company other than the direc-
tors, to call a general meeting of the members by giving
notice as in cases of election for directors, for the transaction
of such business as may be specified in the said written requisi-
tion, and any resolutions or proceedings passed or had at such