300 LAWS OF MARYLAND [CH. 135

meeting is called, either by mail or by presenting it to him
personally or by leaving it at his residence or usual place of
business. If mailed, such notice shall be deemed to be given
when deposited in the United States mail addressed to the
stockholder at his post office address as it appears on the
records of the corporation, with postage thereon prepaid.

36. (Fixing Record Date and Closing of Transfer Books. )
(a) The by-laws may provide for, or in the absence of such
a provision in the by-laws the board of directors may fix, in
advance, a date as the record date for the purpose of de-
termining stockholders entitled to notice of, or to vote at,
any meeting of stockholders, or stockholders entitled to re-
ceive payment of any dividend or the allotment of any rights,
or in order to make a determination of stockholders for any
other proper purpose. Such date in any case shall be not
more than forty days, and in case of a meeting of stock-
holders, not less than ten days, prior to the date on which the
particular action, requiring such determination of stock-
holders, is to be taken.

(b) In lieu of fixing a record date, the by-laws, or in the
absence of such a provision in the by-laws, the board of direc-
tors may provide that the stock transfer books shall be closed
for a stated period but not to exceed, in any case, twenty days.
If the stock transfer books are closed for the purpose of de-
termining stockholders entitled to notice of or to vote at a
meeting of stockholders, such books shall be closed for at
least ten days immediately preceding such meeting.

(c) If no record date is fixed and the stock transfer books
are not closed for the determination of stockholders:

(1) The record date for the determination of stockholders
entitled to notice of, or to vote at, a meeting of stockholders
shall be at the close of business on the day on which notice of
the meeting is mailed or the day thirty days before the meet-
ing, whichever is the closer date to the meeting; and

(2) The record date for the determination of stockholders
entitled to receive payment of a dividend or an allotment of
any rights shall be at the close of business on the day on
which the resolution of the board of directors, declaring the
dividend or allotment of rights, is adopted.

37. (Quorum of Stockholders. ) Unless otherwise provided
in the charter, at any meeting of stockholders, the presence in
person or by proxy of (stockholders entitled to cast a majority
of the votes thereat shall constitute a quorum; but this sec-
tion shall not affect any requirement under this Article or