754                         LAWS OF MARYLAND.                  [CH. 294

shares subscribed to and paid for. If, upon such examination,
it appears that such bank is lawfully entitled to commence
business, the Bank Commissioner shall forthwith give to such
bank a certificate, under his hand and official seal, that such
bank is authorized to commence business. If the Bank Com-
missioner has reason to believe that the stockholders have
formed the same for any other than the legitimate business
contemplated by this Article, he may, with the advice and
consent of the Governor, withhold the certificate herein men-
tioned.

SEC. 4. And be it further enacted. That Sections 26 and
27 of Article 11 of the Annotated Code of the Public General
Laws of Maryland, Edition of 1924, entitled "Banks and
Trust Companies, " sub-title "Banks, " be, and the same are
hereby repealed and re-enacted, with amendments, to read as
follows:

26. The affairs of the bank shall be managed by a. board
of not less than five directors, a majority of whom shall be
residents of Maryland and shall be elected by the stockholders
and hold office for one year, and until their successors have
been elected and have qualified. A majority of the board of
directors shall constitute a quorum for the transaction of busi-
ness. In the first instance the directors shall be elected at
a meeting held before the bank is authorized to commence
business by the Bank Commissioner, and afterwards at the
annual meeting of the stockholders to be held during the month
of January; and if for any reason an election is not had at
that meeting, it may be held at a subsequent meeting called
for that purpose, of which due notice shall be given as pro-
vided in the by-laws of such bank. Every director shall take
and subscribe an oath that he will diligently and honestly per-
form the duties of such office, and will not knowingly violate
or permit a violation of any provision of this Article; that he
is the owner in good faith of unencumbered stock in the bank,
standing in his name on the books of the bank. Any vacancy
in the board of directors shall be filled by the board, and the
directors so appointed shall hold office until the next election.
Within fifteen days after the date on which the annual meet-
ing of the stockholders is held, the directors elected at such
meeting shall, after due qualification, hold a meeting at which
the officers of the bank shall be elected and hold their offices
for one year and until their successors have been elected and'