1852.

LAWS OF MARYLAND.

CHAP. 153

First board of
directors.

SEC. 5. And be it enacted, That the persons named
in the first section of this act, shall be directors of said
corporation, and shall have full power to act as such for
the term of twelve months, from and after the organi-
zation of said company, which organization shall lake
place as soon as five hundred shares shall have been
subscribed for, as aforesaid, and on the expiration of
such twelve months, on such day as the said directors
shall name, the stockholders of said company shall
choose, by ballot, five members of said corporation to
be directors, to manage the affairs thereof for twelve
months, and until successors be chosen, and on the
same day in each succeeding year, shall the like elec-
tion be made; and in all general meetings of said com-
pany, and election of directors, every stockholder shall
be entitled to give in person, or by proxy, one vote for
each share of the capital stock standing in his or her
name, on the books of said corporation, and at their
first meeting after said election, said directors shall

Failure to
elect directors
not to dissolve
corporation.

choose a president; and should it at any time happen
that an election of directors shall not be made upon
the day, when pursuant to this act it ought to have
been made, the said corporation shall not for that rea-
son be deemed to be dissolved, but it shall be lawful on
any other day, within ten days thereafter, to hold and
to make an election of directors, in such manner as
shall have been regulated by the by-laws and ordi-

Vacancy —
how filled.

nances of said corporation; and in case of death, re-
signation, or disqualification of a director, the place of
such director, for the remainder of the year, shall be
filled up by the board of directors for the time being.

Power of pre-
sident and di-
rectors.

SEC. 6. And be it enacted, That the president and
directors, for the time being, or a majority of them,
shall have power to appoint all such officers, clerks,
agents, mechanics, engineers, and servants, as they may
deem necessary to conduct or execute the business of
said corporation, and fix their compensation, and in their
discretion, to dismiss them; to contract, agree for, and
purchase, rent or hire all such vessels, lands, chattels,
fixtures, materials, rights,"privileges, and effects whatso-
ever, and to make, own, use, have and repair all such
wharves, boats, vessels, carriages, and other conve-
niences, as may be necessary fur effecting the objects

of said corporation, to prescribe the form of certificates
to be issued to stockholders, and to regulate the mode

of transferring their capital stock, to apply the funds of
said corporation so far as may be necessary to effect the
objects aforesaid, and in payment of the necessary ex-
penses of the company; to call general meetings of the
stockholders, and generally to pass such by-laws, a