1212 LAWS OF MARYLAND. [CH. 506

incorporation. Such amended certificate of incorporation shall
be executed, acknowledged, delivered and recorded in the same
manner, as in the case of an original certificate of incorpora-
tion, but no bonus tax shall be payable except in respect of
any increase in authorized capital stock, and upon receipt for
record by the State Tax Commission, such amended certificate
of incorporation shall take the place of the original certificate
of incorporation. Such amended certificate of incorporation
shall contain only such provisions as it would be lawful and
proper to insert in an original certificate of incorporation.

SEC. 6. And be it further enacted, That Section 8 of Article
23 of the Annotated Code of Maryland be and the same is
hereby repealed and re-enacted with amendments so as to read
as follows:

8. The business and property of -every corporation subject
to the provisions of this article shall be conducted and man-
aged by a board of not less than three directors, managers or
trustees. Until the first annual meeting and until their suc-
cessors are chosen and qualified, the board shall consist of the
persons named as such in the charter—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 11 of this Article, the mem-
bers of the board shall be elected by the stockholders or mem-
bers of the corporation at their annual meetings and a majority
of the board shall constitute a quorum for the transaction of
business.

SEC. 7. And b,; it further enacted, That a new and addi-
tional section be and the same is hereby added to Article 23 of
the Annotated Code of Maryland, to be known as Section 8-A
and to follow Section 8 thereof, said new and additional section
to read as follows:

8-A. Every corporation of this State incorporated on or
after June 1, 1916, shall have at least one resident agent in
charge of its principal office in this State. Such resident agent
shall be a citizen of this State, actually residing therein, or a
corporation of this State. Any corporation of this State incor-
porated prior to June 1, 1916, which files with the State Tax
Commission the location of its principal office and the name
and postoffice address of at least one resident agent, (giving
in each case the county and city, town or place and street and
number, if number there be), need not thereafter have a direc-