28 LAWS OF MARYLAND.

porations, situated in or out of this State, which may be appro-
priate to enable it to carry on the operations or fulfil the pur-
poses named in the certificate of incorporation.

(7) To have such officers and agents as the business of the
corporation may require.

(8) To make by-laws not inconsistent with law for regulating
the government of the corporation and for the administration
of its affairs.

(9) Generally to exercise the powers set forth in the certifi-
cate of incorporation and those herein enumerated and also to
do every other act or thing not inconsistent with law which may
be appropriate to promote and attain the objects and purposes
for which the corporation was formed.

OFFICERS AND DIRECTORS.
Election.

SEC. 8. The business and property of every corporation sub-
ject to the provisions of this article shall be conducted and
managed by a board of not less than three directors, managers
or trustees—at least one of whom shall be a citizen of and shall
actually reside within this State. For the first year and until
their successors are chosen and qualified, the board shall con-
sist of the persons named as such in the certificate of incorpo-
ration—subject, however, to the right of increase, decrease and
removal, on the part of the stockholders, hereinafter granted.
After the first year, and subject to the provisions of Section
eleven of this Article, the members of the board shall be elected
by the shareholders or members of the corporation at their
annual meetings; and a majority of the board shall constitute
a quorum for the transaction of business.

Organization.

SEC. 9. Every corporation subject to the provisions of this
article shall have a president, a secretary, a treasurer, and, if
the by-laws so provide, one or more vice-presidents—all of whom
shall be chosen by the directors unless the by-laws otherwise
provide. The president and at least one of the vice-presidents
shall be chosen from among the directors; the treasurer and
the secretary need not be directors; and any two offices, except
those of president and vice-president, may be filled by the same
person.

Executive Committee.

SEC. 10. The board of directors may exercise all the powers of
the corporation, except such as are by law or by the certifi-
cate of incorporation or by the by-laws -conferred upon or