1916] OF THE SENATE. 635

incorporation, from the records of the Secretary of State, the
State Tax Commission, or the Clerk of the Circuit or Super-
ior Court, shall be prima facie evidence of the existence of the
corporation and of its right to exercise the powers therein
mentioned. The recording by the State Tax Commission of
the certificate of incorporation shall be conclusive evidence of
the payment of the recording fees and the bonus tax, if any,
required by law to be paid to it, and of the existence of the cor-
poration, except in a direct proceeding by the State, ' "

No. 3—"In Section 8, page 11 of the printed Bill, after the
Word 'directors, ' in line 25 of Section 12 of Article 23 of the
Annotated Code, as re-enacted thereby, insert the following:
'provided, however, that, if there be no shares of stock out-
standing and entitled to vote, the Board of Directors of cor-
porations having capital stock shall have the power to make,
alter and repeal by-laws. '"

No. 4—"In Section 8, page 15 of the printed Bill, line 17
of Section 25 of Article 23 of the Annotated Code of. Mary-
land, as re-enacted thereby, after the words 'by the, ' insert the
following words: 'Chairman or the, ' "

No. 5—"In Section 8, pages 15 and 16 of the printed Billr
commencing with the words 'such articles, ' in line 20 of sub-
division (1) of Section 25 of Article 23 of the Annotated
Code, as re-enacted thereby, strike out the balance of said
section of Article 23 and insert in lieu thereof the following:
'such articles of amendment, together with a copy thereof,
shall be delivered to the State Tax Commission, which, upon
the payment, and not before, of the recording fees for which
provision is hereinafter made, and if the amount of the au-
thorized capital stock be increased thereby, upon the payment,
and not before, of the bonus tax prescribed by law, if any pay-
able, as in case of a certificate of incorporation, shall receive
the same for record and endorse thereon the date and time of
such receipt and promptly record the same as in the case of
a certificate of incorporation. After such recording, the State
Tax Commission shall transmit the original articles of amend-
ment to the Secretary of State, by whom the same shall be
again recorded, and shall transmit a copy thereof duly certi-
fied by it to the Clerk of the Circuit or Superior Court (ac-
cording to the location of the principal office of the corpo-
ration prior to such amendment), by whom the same shall be
again recorded. At the time of receiving such articles of
amendment for record, the State Tax Commission shall col-