1868, ch. 471, sec. 51.

56. No corporation shall possess or exercise any corporate powers, except such as are conferred by law, and such as shall be necessary to the exercise of the powers so acquired.

Davis v. West Saratoga Bldg. Union, 32 Md. 295. Coal Co., 46 Md. 9.

State v. Consolidation

Ibid. sec. 52.

57. The stock, if any, property and concerns of any corporation, for whose creation provision is made in this article, shall be managed by such number of trustees, directors or managers as its by-laws or charter shall prescribe, said number to be not less than four nor more than twelve, who shall respectively be citizens of the United States, and a majority of them citizens of this State; or if unnaturalized residents of this State, shall make oath that they intend to become citizens of the United States without unreasonable delay; and who shall, except the first year, be annually elected by the stockholders, where there are such, or by the shareholders or members, where there are no stockholders, at such meeting, time and place, and after such notice as shall be directed by the by-laws of the corporation; and the election shall, except in cases otherwise provided for herein, be made by such of the stockholders, shareholders or members, as the case may be, whoshall attend for that purpose, either in person or by proxy; and where no other notice is provided for by the by-laws, public notice of the time and place of holding such election shall be published not less than ten days previous thereto, in a newspaper printed nearest to the place where the principal office of said corporation. in this State shall be located.

Ibid. sec. 53. 1888, ch. 510.

58. In all corporations heretofore formed or hereafter to be formed under the general laws of this State, or under any special law, having a capital stock, and in which there are stockholders, all elections shall be by ballot, and each stockholder shall be entitled to as many votes as he owns shares of stock in said corporation, and the persons receiving the greatest number of votes shall be trustees, managers or directors; but no share of stock shall be voted by any stockholder unless all instalments have been paid thereon which may have been called for on any part of the stock

of said corporation. And in the case of all other corporations the mode of electing trustees, managers or directors, shall be regulated by the charter or by-laws of said corporations; provided, however, that nothing herein contained shall prevent any such corporation so formed, should it elect so to do, to provide by its charter or bylaws for minority representation in the election of trustees, managers or directors.

Webb . Ridgely, 38 Md. 364. Baile v. Calvert College, 47 Md. 124.

1868, ch. 471, sec. 54.

59. When any vacancy shall happen among the trustees, directors or managers, by death, resignation or otherwise, it shall be filled for the remainder of the year or other term, in such manner as may be provided by the by-laws of the said, corporation.

Ibid. sec. 55.

60. If it shall happen at any time that an election of trustees, directors or managers shall not be made on the day designated by the by-laws of the said corporation, the corporation, for that reason, shall not be dissolved; but it shall be lawful on any other day to hold such election in such manner as may be provided by the by-laws, and all acts of trustees or managers shall be valid as against such corporation until their successors shall be elected.

Ibid. sec. 56.

61. Subscriptions to the capital stock of such of said corporations as have capital stock, may be made in land or other property at a valuation agreed upon between the corporation and the subscriber, where the said property so subscribed shall be such as it is proper that the said corporation shall own for the advancement of the purposes for which it was incorporated, but such subscriptions shall not be otherwise received, nor shall they be so received unless the same shall have been previously authorized by the stockholders assembled in general meeting, pursuant to a call to consider the propriety of receiving the said subscription and of fixing the terms upon which it shall be received.

Baile v. Calvert College, 47 Md. 124. Weber v. Fickey, 52 Md. 510.

Ibid. sec. 57.

62. Where property of any kind is received by the authority of the stockholders in general meeting as aforesaid, in payment

for stock, the books of the company shall be so kept as to show at all times fully what property was received for the said stock, at what value and the number of shares of the capital stock issued for the same; in all other cases money only shall be con-sidered as payment of a subscription to any part of the capital stock.

Baile v. Calvert College, 47 Md. 124. Weber v. Fickey, 52 Md. 510.

1868, ch. 471, sec. 58.

63. The stock of any corporation created under this article shall be deemed personal estate, and shall be transferable as shall be prescribed by the by-laws of the corporation; and no shares shall be transferable until all previous calls thereon shall have been paid in, or shall have been declared forfeited for the nonpayment of the calls thereon.

Balto. Retort Co. v. Mali, 65 Md. 96.

Ibid. sec. 59.

1872, ch. 325.

64. All the stockholders of any such corporation shall be severally and individually liable to the creditors of the corporation of which they are stockholders, to an amount equal to the amount of stock held by them respectively, for all debts and contracts made by the corporation, until the whole amount of the capital stock fixed and limited by the corporation shall have been paid in, and a certificate thereof made and filed, as prescribed in the following section, which certificate may, however, be filed at any time after thirty days, mentioned in said section; but no stockholder shall be individually liable to the creditors of such corporation, except to the amount of his, her or their unpaid subscription to the capital stock; and the capital stock so fixed and limited shall be paid in, one-fourth thereof in one year, onefourth in two years, one-fourth in three years, and one-fourth, or the balance, in four years from and after the incorporation of said company, or such corporation may be dissolved; provided, however, that it shall be lawful for the trustees, directors or managers of any such corporation to collect and enforce the payment of all subscriptions to the capital stock, as other debts are collected after notice being given, as required by section 70 of this article; and if suit shall be brought by the trustees, directors or

managers of any such corporation, against all delinquent stockholders for the full amount of unpaid subscriptions within four years from the incorporation of said company, such corporation shall not be dissolved; and provided, furthermore, that the provisions of this section shall not apply to any homestead or building association.

Matthews v. Albert, 24 Md. 527. Norris v. Johnson, 34 Md. 485. Norris v. Wrenschall, 34 Md. 492. Basshor v. Forbes, 36 Md. 154. Fiery v. Emmert, 36 Md. 464. Hager v. Cleveland, 36 Md. 476. Booth v. Campbell, 37 Md. 522. Emmert Smith, 40 Md. 123. Garling v. Bechtel, 41 Md. 305. Weber v. Fickey, 4 Md. 196. Strauss v. Heiss, 48 Md. 292. Fickey v. Weber, 52 Md. 500. Musgrave v. Morrison, 54 Md. 162. Frank . Morrison, 55 Md. 406. Crawford v. Rohrer, 59 Md. 604.

1868, ch. 471, sec. 60.

65. The president and a majority of the trustees, directors or managers of such corporation, within thirty days after the payment of the last instalment of the capital stock, as fixed and limited in the certificate of incorporation, shall make a certificate stating the amount of the capital stock so fixed and paid in, and of all property received in payment for any of said subscriptions, and the extent to which said payments have been so made in property, which certificate shall be signed and sworn to by the president; and he shall, within thirty days thereafter, file the same with the clerk of the court in which the certificate of incorporation of said corporation was recorded, to be by said clerk recorded.

Ibid. sec. 61.

66. No person holding stock in any such corporation, as executor, administrator, guardian or trustee, and no person holding such stock as collateral security, shall be personally subject to any liability as stockholders of such corporation; but the person pledging the stock shall be considered as holding the same, and shall be liable as stockholder accordingly; and the estates and funds in the hands of such executor, administrator, guardian or trustee, shall be liable in like manner and to the same extent as the testator or intestate, or ward or person interested in such trust fund, would have been if he had been living and competent to act, and held the same stock in his own name.

1868, ch. 471, sec. 62.

67. If the trustees, managers or directors of any such corporation shall declare and pay any dividend when the corporation is insolvent, or any dividend, the payment of which would render it insolvent, or would diminish the amount of the capital stock, they shall be jointly and severally liable for all the debts of the corporation then existing, and also for all that shall thereafter be contracted, while they shall respectively continue in office, even although the whole amount of the capital of said corporation has been paid in.

Ibid. sec. 63.

68. If any of the trustees, directors or managers of such corporation shall object to declaring such dividend, or to the payment of the same, and having voted against the declaration thereof, shall at any time before the time fixed for the payment of the same, record a certificate of their objection in writing with the clerk of the court in which the original certificate of incorporation is filed, they shall be exempt from the liability imposed in the preceding section.

Ibid. sec. 64.

69. No loan of money shall be made by any such corporation to any stockholder therein; and if any such loan shall be made to any stockholder, the officer or officers who shall make it, or who shall assent thereto, shall be jointly and severally liable for all the debts of the corporation contracted before the making of the said loan to the extent of double the amount of said loan; this section shall not, however, apply to any building or homestead association, or any association for the loan of money on real or personal property, or to any savings institution.

Matthews v. Albert, 24 Md. 527.

Ibid. sec. 65.

70. The trustees, directors or managers of any corporation created under this article, and having a capital stock, may call in and demand from the stockholders, respectively, all sums of money by them subscribed, at such times and in such payments and instalments as the trustees, directors or managers may deem proper, under the penalty of forfeiting the shares of stock subscribed, and all previous payments made thereon, if payment