ALBERT C. RITCHIE, GOVERNOR 1113

12. Every corporation may, subject to any special provi-
sions of this Article and subject to the provisions of its
charter, determine by its by-laws: The mariner 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, the
powers, duties and tenure of its officers and agents; the classi-
fication 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 he less than three; the man-
ner 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 he
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 by-laws may authorize the board of directors, by
the vote of a majority of the entire board of directors, to
increase the number of directors fixed by the charter or by
the by-laws within a limit specified in the by-laws, and to
fill the vacancies created by any such increase in the number
of directors. The by-laws may fix, or authorize the board
of directors to fix. the time, not exceeding twenty days pre-
ceding the date of any meeting of stockholders, any dividend
payment date or any date for the allotment of rights, during
which the books of the corporation shall be closed against
transfers of stock. In lieu of providing for the closing of
the books against transfers of stock, as aforesaid, the by-
laws may fix, or authorize the board of directors to fix, a date,
not exceeding twenty days preceding the date of any meet-
ing of stockholders, any dividend payment date or any date
for the allotment of rights, as a record date for the deter-
mination of the stockholders entitled to notice of and to vote
at such meeting, or entitled to receive such dividends or
rights, as the case may be; and only stockholders of record
on such date shall be entitled to notice of and to vote at such
meeting or to receive such dividends or rights, as the case
may be. The members or stockholders shall have full power
to make, alter and repeal by-laws, but the board of directors
of any corporation having capital stock may exercise such