1845.

LAWS OF MARYLAND.

CHAP. 118.

Salaries, fees,
&c.

of directors that may hereafter be elected as hereinafter
provided for, shall have authority to allow any officer or
officers in the employ of the company, such salaries, fees
or compensation as they may deem proper, and all officers
of the company other than directors shall be appointed

In case of va-
cancy.

annually by such directors as shall be present at the first
meeting of the board after the annual election of directors;
and in case of any vacancy or vacancies occurring in the
board of directors at any time or times, from any cause
whatever, such vacancy or vacancies shall be filled by
the remainder of the board until the time of holding the
next annual election.

Duty of the

president.

SEC. 6. And be it enacted, That it shall be the duty of
the president or secretary of the said company, annually
to give notice of at least two weeks by advertisement in
some news paper published in Kent county, or by notice
posted at such public places as he may deem proper, of

Election.

the election, which shall be held on the first Monday of
January in each and every year, lor twelve directors of
the company, who shall be members thereof; but in case
such election should, from any cause, not be held on the
said day, the company shall not, inconsequence thereof,
be dissolved; but such election may be held at such sub-
sequent time as may be selected by the board of directors,
or a majority of them; at all such elections each member
shall have one vote, and may rote either in person or by
proxy.

Vote of two-
thirds to make
by-laws.

SEC. 7. And be it enacted, That the constitution and
by-laws of the said company shall only be made by the
vote of at least two-thirds of the whole board of directors,
exclusive of the president; and any amendment or alter-
ation of the constitution or by-laws, shall only be made
by a general meeting of the members of the company,
convened in pursuance of public notice, given as in cases
of election for directors, when each member present shall
have one vote, and two-thirds of the votes thus given
shall decide, and any amendment or alteration of the
constitution or by-laws, that may thus be made, shall be
binding on all the members of the company.

Call general
meetings.

SEC. 8. And be it enacted, That it shall be the duty
of the president, whenever required in writing by not
less than twenty members of the company, other than
the directors, to call a general meeting of the members,
by giving notice as in cases of election for directors, for
the transaction of such business as may be specified in
the said written requisition; and any resolutions or pro-
ceedings passed or had at such meeting, by not less than
two-thirds of the members who shall be present, shall be
binding on the president and directors and members of
the company.