1839.

LAWS OF MARYLAND;

CHAP. 338.

of, to sell and convey or otherwise dispose of, in their
discretion; also to prescribe the mode of issuing and trans-
ferring capital stock in said company, and the evidence
thereof; also to make or declare, and pay annual or semi-
annual dividends of the nett profits of said company; and
generally to do all such acts, and pass all such ordinances
and regulations for the benefit and well ordering of the
business of the said company as they shall think proper,
the same not being contrary to the by-laws passed by the

Vacancies: how

filled.

stockholders, nor to any law of this State; and in case of
any vacancy happening in the presidency or directory of
said company, the remaining directors shall fill the same,
by choosing a president, or director, as the case may be,
from amongst the stockholders, to serve until the next
election; and for the transaction of any business hereby
confided to the president and directors, or a majority of
them shall be a quorum.

May call gene-
ral meetings.

Special meet-

ings.

Notice to be
given.

Quorum.

SEC. 4. And be it enacted, That general meetings of
the stockholders shall be called by the said president and
directors as often as they shall think proper, or as the said
stockholders may in their by-laws direct; and that special
meetings may be called at any time by the president or a
director, or by any number of stockholders who shall be
proprietors of not less than one-fourth of the whole capi-
tal stock, first giving ten days notice of such meeting and
its objects, in writing, to each stockholder, or by adver-
tisement in at least two newspapers published daily in the
city of Baltimore; and in any meeting of the stockholders,
a quorum for the transaction of any business, other than
the election of the president and directors, shall consist of
the proprietors or the owners and representatives of the
owners of at least the major part of the capital stock, and

May pass or re-
peal by-laws.

every such meeting shall have full power and authority to
pass, amend, alter and repeal by-laws and regulations for
the management of the affairs of said corporation, which
shall, whilst in force, be binding therein on the president
and directors of the said company, their officers, agents
and servants, the same not being contrary to law or the
provisions of this act.

In case of ex-
cess of debts.

Directors indi-
vidually liable.

SEC. 5. And be it enacted, That if the debts which
the said corporation may at any time owe, shall exceed the
amount of two-thirds of its capital actually paid in, the
directors under whose administration this may happen,
shall be liable for the same in their natural and private ca-
pacities, and an action may in such case be brought
against them, or any of them, or their heirs, executors or