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PROVISIONS FOR THE FORMATION OF CORPORATIONS.
14. How corporations formed; educational, moral, scientific, etc., societies; fire engines and hose companies, etc.; proviso. 15. Mechanics' institutes, co-operative stores, etc.; proviso.
16. Buying, selling, etc.; land, etc.
17. Fire, life, marine, accident, cattle, etc., insurance companies, to have principal office in State; yards, etc., in or near the city of Baltimore; State weighmaster.
18. Homestead or building associations, etc.; Odd-fellows, etc.; proviso; cemeteries. 19. Manufacturing, mechanical, etc. 20. Mining.
21. Ores of metals; proviso.
22. Marble, siate, etc., quarries.
23. Boring for, etc., petroleum, salt, etc.
24. Telegraph lines.
25. Ocean, steam, sail, or other ships, etc. 26. Inland steam, etc., ships, etc.
27. Forwarding or warehousing business, etc.; steamboats, wharves, etc.
28. Constructing, selling, etc., bridges, etc. 29. Saving institutions.
30. Gaslight companies.
31. Turnpike, plank-road, and passenger railway companies.
32. Lines of stages and coaches. 33. Water.
35. For how many purposes one company may be incorporated.
36. United corporations; proviso.
GENERAL REGULATIONS APPLICABLE TO ALL CORPORATIONS FORMED UNDER THIS ARTICLE.
37. The certificate; what it shall state. 38. Crtificate to be submitted to judge.
39. Judge to certify; certificate to be recorded.
41. Evidence of certificate, etc.
42. Alterations or amendments in charter.
43. Fees to clerks; to indorse date of recording.
44. Powers and general regulations.
46. Sue and be sued.
47. S al.
48. Purchase, hold, use, etc., property, etc.
51. Necessary corporate powers.
52. Stock, property, and concerns, how managed; citizens; election of managers, etc., notice.
53. Votes of stockholders; voting shares of stock.
54. Vacancy among managers, etc.
55. Failure to elect.
56. Subscriptions to capital stock.
57. Books to show when property received for stock; money payment for stock.
58. Stock, personal property; transfers. 59. Liability of stockholders; when capital stock to be paid in; trustees, directors, etc., to collect and enforce payment of subscriptions; not to apply to homestead and building associations.
60. Certificate of capital stock, etc., to be recorded.
61. When no personal liability; when trust funds, etc., liable.
62. Dividends; when managers, etc., liable for all debts.
63. When managers, etc., not liable; certifi
64. No loans to stockholders; liability; to what associations not applicable.
65. Demand and calling in of subscriptions; penalty; notice.
66. Statements of affairs under oath; open to stockholders; penalty.
67. Book of stockholders' names; open to stockholders and creditors; penalty. 68. Annual statements of affairs under oath; to be recorded in corporation's office. 69. How capital stock increased or diminished; corporation under special law. 70. Debts to be satisfied and reduced. 71. Notice of meeting to stockholders to increase, etc.. capital stock.
72. Two-thirds of shares of stock to be represented; to organize.
73. Certificate of capital paid in, etc., to be recorded in office of clerk of court.
74. When value of stock reduced by losses, how true value established.
75. Meetings of stockholders; proceedings. 76. Corporations heretofore formed may be formed under this article; provisos; notice.
77. What a sufficient notice; what to contain. 78. To determine the number of shares of capital stock; name of new corporation; certificate of incorporation; what to contain.
79. Certificate to be under oath; to be inspected, certified to, and recorded; corporation completed; powers and privileges; property and debts of former corporation; liability of new corporation.
80. Subject to subsequent laws.
84. Burial lots in cemeteries, exempt from 85. Certificate of title under corporate seal.
97. Water; power to lay pipes, etc.; proviso. | 98. Power to condemn property.
99. Capital stock, to be paid in.
100. Incorporation certificate of insurance
102. Life insurance or accident; annuities.
104. Insurance by married women; to whom
105. Foreign companies; agents; certified
copy of appointment to be recorded in clerk's office, Superior Court. 106. Certified copy of annual charter and statement to be recorded; what to contain; life insurance; penalty against
107. Insurance of property of minors and married women.
108. Abstracts of annual statements to be published by insurance commissioner; by companies.
109. Foreign insurance companies empowered to take and hold property; to what subject.
TURNPIKE, PLANK ROAD, AND PASSENGER RAILWAY COMPANIES.
110. How formed; power to change bed of county road; construction of road.
111. Report to county commissioners; duty of county commissioners.
112. Revision of toll rates; report of revenue
113. Report to comptroller; duty of governor;
116. Agreement for right of way; to be re
117. Plat; to be recorded.
118. Neglect to repair road; petition to Cirenit
119. Right to charge tolls, when forfeited.
FOR THE ERECTION OF BRIDGES.
121. Bridges, how to be erected; consent of county commissioners.
122. Abutments, etc.; power to condemn property.
123. Report to county commissioners; duty of county commissioners; rates of toll; dividend.
FOR CONSTRUCTING, OWNING, OR 130. Telegraph companies, how incorporated. 131. Power to purchase, etc. 132. Power to construct telegraphic lines; provisos; postal roads, etc.; responsibility; damages; justices of the peace to issue; jurors.
133. Appraisement of loss or damage.
124. Revision of toll rates; receipts and ex-
125. Report to comptroller; duty of governor.
OPERATING TELEGRAPH LINES.
134. Inquisition; confirmation by court; valu-
135. Capital stock; extending lines, etc.; con-
170. Stores connected with railroad or mining companies; co-operative stores.
STEAMSHIPS AND STEAMBOATS.
171. Steamships or steamboats connected with railroad companies.
172. Preferred stock; perpetual dividend; proviso; general meeting of stockholders.
WHAT CORPORATIONS SUBJECT TO THIS ARTICLE.
180. How far this article applicable to all corporations.
181. Power to levy taxes to pay judgments.
1. Any corporation may acknowledge any deed which said poration has the power to make, by attorney appointed by such poration, under the seal thereof, and such appointment may be bodied in the deed.
Id. s. 2.
Id. s. 3.
Majority to con
2. No corporation created, or to be created, and not expressly incorporated for banking purposes shall, by any implication or construction, be authorized to exercise banking privileges, or to issue any note, token or device, scrip or other evidence of debt, to be used as currency.
3. When the corporate powers of any corporation incorporated stitute a board. under the laws of this State, are directed by its charter or certificate of incorporation to be exercised by any particular body, or number of persons, a majority of such body of persons, if it be not otherwise. provided in the charter or certificate of incorporation, shall be a sufficient number to form a board for the transaction of business, and every decision of a majority of the persons duly assembled as a board, shall be valid as a corporate act.
Id. s. 4. Evidence of by-laws.
Id. s. 5. Accounts of transactions open to inspection.
Id. s. 6. General meeting of stock-holders.
Id. s. 7.
Removal from office.
Id. s. 8.
4. A copy of any by-law of any corporation incorporated under the laws of this State, under its seal and purporting to be signed by the president, secretary, or treasurer of the corporation, shall be received as prima facie evidence of such by-law in the courts of this State.
5. The president and directors of every corporation shall keep full, fair, and correct accounts of their transactions, which shall be open at all times to the inspection of the stockholders or members, and they shall annually prepare a full and true statement of the affairs of the corporation, which shall be certified to by the president and secretary, and submitted at the annual meeting of the stockholders or members.
6. General meetings of the stockholders of any corporation, incorporated under the laws of this State, may be called at any time upon the requirements of stockholders entitled to vote a majority of the stock of said corporation, of which meeting not less than ten days' notice shall be given in a newspaper published in the county in which the principal place of business of said corporation is situate, and also in a newspaper published in the city of Baltimore, and when said principal place of business is situate in said city then in two newspapers published therein, and if the president and directors refuse to call such meeting, the said stockholders so owning a majority of said stock may do so on giving notice as above set forth.
7. At any general meeting of the stockholders, called as provided for in the next preceding section, any president, director, or directors of said corporation may, by a vote of a majority in interest of the whole number of stockholders, be removed from oflice, and another or others be appointed in the place of the person or persons so removed to serve for the remainder of his or their term.
8. Whenever five or more stockholders of any private corporation, created under the laws of this State, at least thirty days before an election for managers, directors, or other officers of such corporation elected by the stockholders thereof, shall give notice in writing of their intention to canvass the votes which may be given at the next election thereof, and shall deliver said notice at the usual
place of business of such corporation to the president, cashier, secretary, treasurer, director, or other principal manager of such company, it shall be the duty of the officer receiving such notice, immediately to communicate the same by mail to all the stockholders of such corporation living in the State.
Oath of stock
9. Upon proof made to the judges of any such election of such Id. s. 9. notice having been delivered as aforesaid, by any five stockholders, holder before such judges shall, before receiving the votes, require every stockholder offering to vote in person the stock of the corporation, to make an oath or affirmation that the stock which such person proposes and offers to vote in the election then to be held, in his sole and bonâ fide property, or belongs solely and bonâ fide to him and his partner or partners in trade, or is held by him as trustee, or in some fiduciary relation, to be specified in such oath, and that his right and title to the same has been fairly and bonâ fide and not colorably and fraudulently created or acquired, and not with any intent to increase the number of votes which would otherwise be allowed to said stock, nor in any manner, directly or indirectly, to violate, avoid, or evade the standard of voting, as fixed either by the charter of said company or its by-laws, and that the said stock, to the best of his knowledge, belief, and information, or any interest he has therein, is not retained in his name or in that of his partner, on the books of said corporation, with any such intent, design, or purpose, and that he does design in all respects and in good faith to comply with the charter of the said corporation and its regulations upon the subject of voting stock therein.
10. Whenever such stock is owned by and stands in the name of ra. s. 10. any corporation or body politic, some officer thereof shall take the stock owned by oath prescribed in the last preceding section, and further declare, a corporation." on oath, that he has full opportunity, from his official station in the corporation, to know the opinions and sentiments of a majority of the directors thereof, in relation to such stock, and that he represents them fairly in the premises.
Vote by proxy,
11. No person or body corporate, shall vote by proxy on stock Id. s. 11. held in any private corporation, unless the person, or in case of a oath. body corporate, the president, cashier, or some lawfully constituted officer thereof, shall make oath, before some person authorized by the laws of Maryland, or by the laws of the State, where the same shall be administered to administer an oath, to the same effect as Oath. required by the ninth section of this article, a certificate of which oath shall be produced before the person or persons, holding said election, before any vote by proxy shall be received.
12. No person shall act as director of any bank, requiring that Id. s. 12. the directors thereof shall hold any number of shares therein, unless at of bank the said director, before he acts as such, shall make oath before some justice of the peace, that he is the sole and bonâ fide owner of the stock standing in his name on the books of said bank, and that