ALBERT C. RITCHIE, GOVERNOR. 1199

by this article. Subject to the provisions of section 14 of this
article, the members of succeeding boards shall be elected by
the stockholders or members of the corporation at their annual
meetings. A majority of the board shall constitute a quorum
for the transaction of business, unless the by-laws otherwise
provide, but in no case shall less than one-third of the directors
or less than two directors constitute a quorum for the trans-
action of business.

15. Every corporation may, subject to any special pro-
visions of this article and subject to the provisions of its
charter, 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, 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 filling all vacancies occurring in the board of
directors or among the officers, and, if the by-laws so provide,
vacancies occurring in the board of directors may be filled
by the vote of a majority of the remaining directors, al-
though such majority is less than a quorum; the mariner 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 its
powers; the expediency of providing for an executive com-
mittee and the powers 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 by-laws may authorize the board of di-
rectors, 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 au-
thorize the board of directors to fix, the time, not exceed-
ing twenty days preceding the date of any meeting of stock-
holders, any dividend payment date or any date for the
allotment of rights, during which the books of the corpo-
ration shall be closed against transfers of stock. In lieu
of providing for the closing of the books against transfers