232

LAWS OF MARYLAND.

thereof, signed by the president or secretary, in the
newspapers as before mentioned of the time and place
of holding said election; and the president and direc-
tors, and other officers last elected, shall continue to
act and be invested with all the powers belonging to
their respective situations, until another election shall
take place; in case of death, resignation, refusal or
neglect to act, or removal from the State of any offi-
cer, his place shall be filled by the board of directors

Proviso

until the next annual election; Provided, the removal
from the State of any director may not operate to va-
cate his place, should there be a majority of the di-
rectors still residing in the State.

Power to ap-
point officers
and agents.

SEC. 6. And be it enacted, That the President and
Directors shall hold their meetings at Chestertown,
or such other places as the stockholders shall direct;
and when met, four shall be a quorum, who, in the
absence of the president, may choose a chairman ;
and the said directors shall annually, or oftener, in
case of a vacancy, appoint a secretary, who shall keep
minutes of their transactions fairly entered in a book;
and a quorum of the directors being found present,
they shall have power and authority to appoint
all such surveyors, engineers, superintendants, and
other artists and officers as they may deem necessary
to carry on the intended work, and to fix their sal-
aries and wages, to ascertain the times, manner and
proportions in which the said stockholders shall pay
the money due on their respective shares, to draw
orders on the treasury for the same, which shall be
signed by the president, or in his absence by a ma-
jority of the directors present, and countersigned by
the secretary; and generally to do all such other
acts, matters and things, as by this act and by the
by-laws and regulations of the company they are
authorized to do.

Stock certifi-
cates transfer-
able.

SEC. 1. 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 pres-
ident and countersigned by the treasurer, and sealed
with the common seal of said company, to each per-
son, for every share by him subscribed and held,
which certificate shall be transferable at his pleasure,
in person, or by attorney legally authorised, in pres-
ence of the president or treasurer, subject, however,
to all payments due, or to become due thereon; and
the assignee, holding such certificate, having first