1214 LAWS OF MARYLAND. [CH. 596

such by-laws such vacancies shall be filled by the board of
directors.

10. The board of directors may exercise all of the powers
of the corporation, except such as are by-laws or by the charter
or by the by-laws conferred upon or reserved to the stock-
holders or members. The by-laws may provide for an execu-
tive committee of two or more members to be elected from and
by the board of directors; and to such committee may be dele-
gated any or all of the powers of the board of directors in the
management of the business and affairs of the corporation to
the extent authorized by such by-laws.

11. Every corporation may, by its by-laws, divide its direc-
tors into classes and prescribe the tenure of office of the several
classes; but no class shall be elected for a period shorter than
that from the time of the election following the division into
classes until the next annual meeting and thereafter for a
period shorter than the. interval between annual meetings or
for a longer period than five years, and the term of office of at
least one class shall expire each year.

12. Every corporation may, subject to any special pro-
visions of this article, determine by its by-laws: The manner
of calling, the time and place of holding, and the manner
of conducting its meetings of members or stockholders,
including elections, the canvassing of votes, the method
of verifying proxies, and the time, not exceeding thirty days,
preceding any meeting of stockholders or any dividend date,
during which the books shall be closed, or during which the
books may be closed by order of the board of directors, 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 charter, but shall never be less
than three; the manner of calling and conducting regular and
special meetings of the board of 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 powers which may be delegated to
it; the conditions under which a new certificate of stock may bo
issued in place of the one which is alleged to have been lost or
destroyed; and the method, in general, of transacting its busi-
ness. The power to make, alter and repeal by-laws shall re-
side in the members or stockholders and not in the directors;
provided, however, that, if there be no shares of stock outstand-