ACT. 23. ] CORPORATIONS. 29

reserved to the shareholders or members. The by-laws may
provide for an executive committee of two or more members to
be elected, from and by its board of directors; and to such com-
mittee may be delegated the management of the current and
ordinary business of the corporation and such other duties as
the by-laws may prescribe.

Classes of Directors.

SEC. 11. Every corporation may by its by-laws, divide direct-
ors into classes and prescribe the tenure of office of the several
"classes; but no class shall be elected for a shorter period than
one year, or for a longer period than five years, and the term
of office of at least one class shall expire in each year. Except
when otherwise provided, the directors and officers heretofore
mentioned shall hold office for one year and until their success-
ors are chosen and qualified. The manner of choosing or
appointing all other officers and agents, and the manner of fill-
ing all vacancies occurring in the board or elsewhere, shall be
prescribed by the by-laws; and, in default of such by-laws, such
vacancies may be filled by the board of directors.

BY-LAWS.

SEC. 12. Every corporation may, subject to any special provi-
sions of this article, determine by its by-laws: The manner of
calling, the time and place of holding and the manner of con-
ducting its meetings and elections, including the canvassing of
votes, the method of verifying proxies, and the time, preceding
any meeting, during which the books shall be closed against
transfers of stock; the powers, duties and tenure of its officers
and agents; the classification and number of its directors,
which may from time to time be fixed at a number greater or
less than that named in the certificate of incorporation, but
shall never be less than three; the manner of calling regular
and special meetings of the directors, which may be held within
or outside of the State of Maryland, and the restrictions, if any,
on their powers; the expediency of providing for an executive
committee and the duties which may be delegated to. it; the
conditions under which a new certificate of stock may be
issued in place of the one which is alleged to have been lost or
destroyed; and the method, in general, of transacting its
business. The power to make, alter and repeal by-laws shall
reside in the members or shareholders and not in the directors.

EVIDENCE.

SEC. 13. A copy of the by-laws of any corporation incorpo-
rated under the laws of this State, certified to be a true copy,