374

LAWS OF MARYLAND:

to act, or removal from the State of any officer his place
shall be filled by the board of directors until the next

Proviso.

annual election; Provided, the removal from the State
of any director, may, not operate to vacate his place,
should there be a majority of the directors still residing
in this State, the president and directors before entering
upon their duties shall be sworn or affirmed well and
faithfully to discharge the trust reposed in them.

Quorum.

SEC. 6. And be it enacted, That the president
and directors shall hold their meetings in the town of
Easton, or such other place as the stockholders shall
direct, and when met, four shall be a quorum, who in
the absence of the president may choose a chairman;

Secretary to
be appointed.

and the said directors shall annually, or oftener in case
of a vacancy, appoint a secretary, who shall keep min-
utes of their transactions fairly entered in a book; and
a quorum of the said directors being found they shall

Power to ap-
point survey-
ers, &c.

have power and authority to appoint all such surveyors,
engineers, superintendents, and other artists and officers
as they shall deem necessary to carry on the intended
work, and to fix their salaries and wages, to ascertain
the times, manner and proportions in which the said
stockholders shall pay the money due on their respec-
tive shares, to draw orders on the treasury for the same,
which shall be signed by the president, or in his ab-
sence by a majority of the directors present, and coun-
tersigned by the secretary, and generally to do all such,
other acts, matters and things as by this act and the by-
laws and regulations of the company they are author-
ised to do.

Certificates of
stock.

SEC. 7. And be it enacted, That the president and
directors shall procure certificates or evidence of stock
for all the shares of said company, and shall deliver
one such certificate signed by the president and coun-
tersigned by the treasurer and sealed with the common
seal of the said company, to each person for every
share by him subscribed and held, which certificate
shall be transferable at his pleasure, in person or by
attorney, legally authorised, in presence of the presi-
dent or treasurer, subject, however, to all payments
due or to become due thereon, and the assignee hold-
ing such certificate having first caused the asssignment
to be entered in a book of the company to be kept for
the transfer of stock, shall be a member of the corpo-
ration, and for every certificate so assigned to him,
shall be entitled to one share of the capital stock, and
to all estates, emoluments and privileges incident to one share, and subject to all liabilities, penalties and