1840.

LAWS OF MARYLAND.

CHAP. 20.

Annual meet-
ing.

Elect board of
directors.

ers shall meet annually on the first Friday in December, a
majority of whom shall be a quorum to do business; should
a majority not be present at the annual meeting, the number
present shall adjourn from time to time, till a quorum is ob-
tained; they shall elect by ballot, in person or by proxy,
by a majority of the votes cast, a board of directors for
the ensuing year, consisting of not less than nine nor more
than fifteen persons, who are stockholders and free white
males that have attained the age of twenty-one years; the

Duties of stock-
holders.

Proviso.

said stockholders shall receive the reports of the directors
and the standing committee for the past year, and appoint
for the ensuing year a standing committee of not less than
three nor more than seven persons, not belonging to the
board of directors, to audit the treasurer's account, to ex-
amine the condition of the library, and to transact all other
business that may be entrusted to them by the stockholders;
the said stockholders at any annual meeting, may adopt, al-
ter, amend or abolish any by-law, or any article in the con-
stitution that is or may be adopted by the company; provi-
ded it is not made thereby to conflict with this act, nor the
laws and constitution of this State or of the United States.

Duties, &c. of
directors.

SEC. 3. And be it enacted, That the administration of the
affairs of this company shall be committed, to the board of
directors, who shall meet as soon as convenient after the
adjournment of the stockholders; two-thirds of their num-
ber shall be a quorum to do business; smaller numbers may
adjourn from time to time till a quorum is obtained, when
they shall elect out of their own body by ballot, and by a
majority of the votes cast, a president, vice president, se-
cretary, treasurer and librarian; the term of service and du-
ties of the officers shall be prescribed and defined by the
board of directors; the board shall have power to fill va-
cancies in their own body, and make such rules and regu-
lations as may he necessary for the government of the
board; they shall make a report of all their proceedings to
the stockholders at their annual meeting — It shall be the
duty of the board of directors to carry out the objects of
this corporation, which is hereby declared to be the diffu-
sion of useful knowledge by establishing a circulating li-
brary of books in all the various departments of literature
and science, and by any other means they may deem expe-
dient; the directors shall at their discretion, invest the funds
of the company in books for the library, philosophical and
chemical apparatus, and in the purchase and erection of
suitable buildings for the use of the company, and so ma-
nage all the funds as to be most advantageous to the com-