EMERSON C. HARRINGTON, GOVERNOR. 1215

ing and entitled to vote, the board of directors of corporations
having capital stock shall have the power to make, alter and
repeal by-laws.

13. The original or a certified copy of the by-laws, includ-
ing all amendments thereto made within the twenty days next
preceding, shall be kept at the principal office of the corpora-
tion in this State, and shall, during the usual business hours
of every business day be open for the inspection of every stock-
holder or member of the corporation. A copy of the by-laws
of any corporation incorporated under the laws of this State,
certified to be a true copy, under its seal by the president, or
a vice-president, and the secretary, or an assistant secretary,
or the treasurer, or an assistant treasurer, thereof, shall be re-
ceived as prima facie evidence of such by-laws in the courts
of this State.

16. Upon the request in writing delivered to the president
or secretary or any director, of a majority of all the members,
or of the holders of a majority of all the shares outstanding
and entitled to vote, it shall be the duty of such presi-
dent, secretary or director to call forthwith a meeting of
the stockholders or members. Such request shall state the
purpose of the meeting, and notice thereof shall be given
as required by the next preceding section. If the person to
whom such request in writing shall have been delivered shall
fail to issue a call for such meeting within three days
after the receipt of such request, then the stockholders
owning a majority of the voting shares, or members con-
stituting a majority of all the members, may do so by giving
fifteen days' notice of the time, place and object of the meet-
ing by advertisement inserted in a newspaper published in
the county or city in which the principal office of the corpo-
ration is situated. At any meeting called and warned under
the provisions of this and the next preceding section, any
director may, by a vote of a majority of all of the shares of
stock outstanding and entitled to vote or by a vote of a majority
in number of all of the members, be removed from office and
another be appointed in the place of the person so removed, to
serve for the remainder of his term.

17. All meetings of the stockholders or members shall
be held in this State. A majority of the shares outstanding
and entitled to vote, or a majority in number of all the mem-
bers, present in person or by proxy, shall constitute a quorum;
provided, however, that building associations, athletic or social