1376                              LAWS OF MARYLAND                        [CH. 649

(b) Unless the by-laws provide otherwise, the officers shall be
elected by the board of directors and shall serve for one year and until
their successors are elected and qualify. Unless the by-laws provide
otherwise, the board of directors may fill a vacancy occuring in any
office.

363. Removal of Officers and Directors.

(a)    Any member may bring charges of misconduct or incom-
petency against [an officer or] a director by filing [them] in writ-
ing with the secretary of the association [, together with] a petition
signed by ten per cent of the members [, not exceeding twenty-five
persons] or stockholders, or twenty-five members or stockholders,
whichever is less, specifying such charges and requesting the removal
of the [officer or] director in question. The question of his removal
shall be voted upon at the next regular or special meeting of the asso-
ciation [, and, by a vote of a majority of the members present, the
association may remove the officer or director and fill the vacancy.]
; and the affirmative vote of a majority of the members or stockholders
voting in person or by written ballot shall be required to remove the
director. The director [or officer] against whom such charges have
been brought shall be informed in writing of the charges previous to
the meeting and shall have an opportunity at the meeting to be heard
in person or by counsel and to present witnesses; and the person or
persons bringing the charges against him shall have the same oppor-
tunity.

(b) Any officer may be removed by the board of directors when-
ever, in its judgment, the best interests of the association will be
served thereby, but such removal shall be without prejudice to the
contractual rights, if any, of the persons so removed.

364. Contract with Members.

[(a)] Contracts between any association [organized under this
subtitle] and its members, whereby such members agree to sell all or a
specified part of their products to or through, or to buy all or a speci-
fied part of goods from or through the association or any facilities
created by the association, shall if otherwise lawful, be valid; pro-
vided however that this requirement shall not prevent such contracts
from being made self-renewing for periods not exceeding five years
each, unless notice shall be given by either of the parties thereto, at
least sixty days before the expiration thereof of his desire not to
renew. A provision in any such contracts determining a specific sum
to be paid by the members as liquidated damages for breach of said
contract shall be valid. The association in the event of a breach or
threatened breach of any such contract by a member shall be entitled
to an injunction to prevent the breach or further breach thereof and
to a decree for specific performance thereof.

[(b) Any association organized under this subtitle may provide
that its common stock or membership shall be sold only to persons
designated or described by the by-laws and that the stockholders or
member shall lose the power to vote if he ceases to belong to the class
of persons designated or described in said by-laws. Any association
organized under this subtitle may limit the number of shares which
any person may hold and may reserve to the board of directors of
the association the prior option to buy for the association the stock of