1358                        LAWS OF MARYLAND                      [CH. 649

assignee, transferee or the original subscriber, said instalment may
be collected by action of debt, or the directors may sell the stock so
unpaid, at public auction, for the instalment then due thereon, first
giving thirty days' public notice of the time and place of sale, in some
newspaper in general circulation in the county where such delinquent
stockholder resides, at the time of making such subscription, or be-
coming such assignee or transferee, or of his actual residence at the
time of said sale; or if such stockholder reside out of the State, such
publication shall be made in the county where the principal office of
the company is located; and if any residue of money shall remain
after paying the amount due on said stock the same shall on demand
be paid over to the owner; and if the whole of said instalment be not
paid by such sale, the remainder shall be recoverable by an action of
debt against the subscriber, assignee or transferee.]

[191. Same—Increase.]

[Whenever any railroad company, heretofore incorporated or
created and incorporated under the provisions of this article, shall,
in the opinion of the directors thereof, require an increased amount
of capital stock, they shall, if authorized by the holders of three-
fourths of all of the stock, file with the Comptroller of the State, a
certificate setting forth the amount of such desired increase, and
thereafter such company shall be entitled to have such increased
capital as is fixed by said certificate.]

[192. Opening books for subscription to capital stock; election of
directors; time and place of holding first directors' meeting;
majority of directors may act; choice of president; directors'
oath of office, division of profits.]

[The persons named in said certificate of incorporation, or any
three of them, shall be authorized to order books to be opened for
receiving subscriptions to the capital stock of said company, at such
time or times, and at such place or places as they may deem expedient,
after having given at least thirty days' notice, in a newspaper pub-
lished or generally circulated in one or more counties where books of
subscriptions are to be opened, of the time and place of opening
books; and so soon as ten per centum on the capital stock shall be
subscribed, they may give like notice for the stockholders to meet
at such time and place as they may designate, for the purpose of
choosing seven directors, who shall continue in office until the time
fixed for the annual election, and until their successors are chosen
and qualified. At the time and place appointed, directors shall be
chosen by ballot, by such of the stockholders as shall attend for that
purpose, either in person or by lawful proxies; each share shall
entitle the owner to one vote, and a plurality of votes shall be nec-
essary for a choice; but after the first election of directors, no person
shall vote on any share on which any instalment is due and unpaid;
the persons named in such certificate or such of them as may be pre-
sent, shall be inspectors of such election and shall certify what per-
sons are elected directors, and appoint the time and place for holding
their first meeting; a majority of said directors shall form a board,
and be competent to fill vacancies in their board, make bylaws, and
transact all business of the corporation; a new election shall be
annually held for directors, at such time and place as the stockholders
at their first meeting shall determine, or as the bylaws of the cor-
poration may require; and the directors chosen at any election shall,