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SEC. 5. And be it enacted, That the following re-
strictions, limitations and provisions shall be the funda-
mental articles of said corporation: First, annual meet-
ings of the stockholders for the election of directors and
other purposes, shall be held on the first Monday of
April, in each year, at which a majority or stock shall
be represented to constitute a quorum, but any question
may be decided by a plurality of votes, and each and.
every share entitle the holder thereof to one vote, any
stockholder may vote by proxy; the president and direc-
tors may at any time call special meetings of the stock-
holders, and shall do so upon the application of the
proprietors of one-fifth of the whole number of shares of
the capital stock; no omission to make an annual elec-
tion shall operate as a dissolution of said corporation ;
Second, at the annual meeting of the stockholders,
statements shall be laid before them, by the president
and directors of the receipts and disbursements for
the year previous, showing as near as possible the con-
dition of the business and finances of the company; divi-
dends shall be made of the annual profits on the first
Monday in April in every year, but none shall be made
to impair the capital stock; Third, the contracts, secu-
rities and papers of the company shall be kept by the
treasurer, who shall keep his credit in some incorporat-
ed bank in the City of Baltimore, the funds and money
of the company, unless otherwise ordered by two-thirds
of the directors, and no money shall be drawn out ex-
cept upon an order of the president countersigned by a
director, the treasurer shall give bond with security in
such penalty as may be required by the directors for the
faithful performance of his duty; Fourth, the stock of
the company shall be transferable only on the books of
the corporation, in person or by proxy, in such manner
as the bye-laws shall prescribe, and until so transferred,
the company shall be under no obligation to recognize
the rights of any assignee, and in the meantime, may
lawfully pay over the dividends to him who shall ap-
pear upon their books to be a stockholder, his executors
or administrators, without being in any manner held
liable to any other, claimant; the slock of the company
shall be deemed personal estate, but real estate shall be
conveyed to and by the company, by deed as real es-
tate, and shall be liable to the payment of the company's
debts like the lauds of other debtors; Fifth, the shares
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Fundamental
articles of cor-
poration.
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