792

LAWS OF MARYLAND

two million dollars, by a vote of the stockholders at a special
meeting to be called for that purpose ; and the incorporators,
or a majority of them named in this Act, shall have power to
open books for subscription at such times and places as they
may deem expedient, and when said four thousand shares shall
have been subscribed, and when fifty per cent, thereon has
been paid in, the stockholders may elect twenty directors, or a
less number of directors, not less than twelve, however, to
serve until the ensuing annual election ; and the directors so
elected of said company, when it shall have been organized ,
may and they are hereby authorized and empowered to have
and to exercise in the 'name and on behalf of the company all
rights and privileges which are intended to be hereby given ;
and should the capital stock be at any time increased, the
stockholders at the time of such increase shall be entitled to a
pro rata share of such increase upon the payment of not less
than the par value of the same.
SEC. 3. And be it further enacted, That the directors shall
be elected annually by the stockholders on the first Monday in

Election of
directors.

April in each year, and they shall elect from their number at
the first meeting of the board after their election, as prescribed
by the second section of this Act, and after all subsequent
elections, a president and vice-president or vice-presidents ; and
the said directors shall also have the power to elect a secretary
and treasurer, and to appoint and employ such other officers,
clerks and agents as the business of said company may from
time to time require ; all elections shall be by ballot, and at
such election and at all meetings of stockholders, every stock-
holder shall be entitled to one vote for every shaie of stock
held by him ; provided that no person shall be eligible as
director who is not a stockholder to the amount of at least ten
shares of stock, and that ten days' notice shall be given by
publication in two daily newspapers published in the city of
Baltimore, of the time and place of said annual election, and
when a meeting shall be held in pursuance of such notice, it
shall be organized and be conducted as may be prescribed by
the by-laws of the company.
SEC. 4. And be it further enacted, That the directors shall

Dividends
declared.

have power to declare such dividends of the profits of said
company as they may deem proper ; provided that no dividend
shall be declared when the capital stock will be impaired
thereby.
SEC. 5. And be it further enacted, That the president and
vice-president, or vice-presidents and directors of the corpora-