1200

LAWS OF MARYLAND.

CHAP. 714

and before such shares of the increased capital stock are
issued, and a certificate of the proceedings of such meeting,
showing a compliance therewith, the amount of capital
actually paid in, either by subscriptions to the capital stock
or stock exchanged in way of payment for real estate or
other property purchased for the use of the corporation ;
the amount to which the capital stock shall be increased
shall be made out and signed by the chairman, and such
certificate shall be sworn to by the president and filed with
said State Tax Commissioner.

SEC. 4. And be it enacted, That the affairs of said cor-
poration shall be managed by a board of directors, as pro-

Managed by a
board of
directors.

vided for in Section 2 of this Act, to be chosen annually by
the stockholders and to serve for one year, or until their
successors are chosen; and said board of directors, immedi-
ately after their election, for the purpose of organization,
shall elect a president, a vice-president (who may be made
the general manager of the company), and a secretary and
treasurer; and that until such choice of a board of directors
the said Robert C. McCandlish, Clarence P. Guard, Walter
W. Savage, Charles A. Mitchell and David S. Custer, or a
majority of them, shall have full power and authority to
exercise all the corporate powers of the said corporation,
and the said president, with the consent of said directors,
and their successors, or a majority of them, shall have full
power and authority to appoint, employ and compensate, and
at his discretion to remove such officers, agents or servants
as he may deem necessary in the business of said corpora-
tion; also to purchase and hold such real and personal
property, materials, cars, machinery, implements, privileges,
easements and franchises within Garrett county, and to
purchase or erect all such machinery, buildings or other
improvements as may be necessary to carry into effect
the object of said corporation, and the same or any
part thereof to sell, lease or otherwise dispose of at their
discretion; also to prescribe the mode of issuing and trans-
ferring stock of said corporation and the evidences thereof,
and to do what may be necessary to carry out the object of
this Act, and not contrary to any by-laws adopted at any

Quorum.

general meeting of the stockholders of said corporation; and
a quorum for the transaction of business shall consist of a
majority of said directors; and in case a vacancy shall occur