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outstanding and entitled to vote, or a majority in number of all the members (present in person or by proxy) shall constitute a quorum; but in the case of a mutual insurance company whose policy-holders for the time being, are members thereof, the members actually present, in person or by proxy, at any members' meeting duly held, shall constitute a quorum. Except where it is by this Article otherwise provided, the vote of a majority of any quorum shall be sufficient to elect and to pass any measure within the powers of the holders of a majority of all the shares, or of a majority of members.

Voting.

18. No corporation shall directly or indirectly vote any shares of its own stock, except such as it holds, and is by its charter or certificate authorized to hold as trustee, committee, guardian, executor, administrator, or in some other fiduciary capacity. Corporations holding shares in another corporation may vote the same by such officer, agent or proxy as the directors may appoint.

19. In all corporations subject to the provisions of this Article and having a capital stock, each shareholder shall be entitled to one vote for every share of voting stock standing in his name; but no shares shall be voted by any holder if any installment duly called thereon shall be overdue and unpaid; nor shall any increased stock which may be issued under the provisions of this Article be voted until it has been paid in full. Shareholders or members may vote either in person or by proxy, but no proxy which is dated more than three months before the

Art. 23, Sec. 18-This would seem to require a special appointment by the directors of an officer, agent or proxy to vote such stock, which appointment should, of course, be evidenced by a certified copy of the resolution making the The right to vote by proxy given by statute without restriction can not be qualified by by-laws. Frost on Corporations, 3d Edition, Section 92. For right of member to set off dues paid against mortgage debt, see-Preston v. Woodland, 104 Md. 642.

same.

Art. 23. sec. 19-In order to avoid difficulty under this section, it is recommended that the by-laws should require that all proxies be dated. If a proxy is desired for a longer period, the stock should be transferred as provided in Section 77, Article 23. In the absence of express authority, a corporation, the amount of whose capital stock is fixed in this charter, has no power to purchase its own shares either for the purpose of holding or selling them, or for the purpose of cancelling and retiring them. Maryland Trust Co. V. Mechanics Bank, 102 Md. 608.

meeting at which it is offered, shall be accepted, unless such proxy shall, on its face, name a longer period for which it is to remain good.

20. Any corporation subject to the provisions of thist Article may by its by-laws, provide, through cumulative voting, for minority representation in the election of directors.

21. If it shall happen at any time that an election of directors is not made on the day designated therefor, the corporation shall not for that reason be dissolved; but it shall be lawful on any other day (upon due notice as the by-laws may provide, and in default of any provision, then upon notice, as prescribed by Section 15 of this Article) to hold such election; and all acts of directors so holding over shall be valid until their successors are duly chosen and qualified.

22. Shares standing in the name of fiduciaries, may be voted by them and fiduciaries may, upon proof of title and qualification, vote the shares standing in the name of any person for whom they are authorized to act as executor, administrator, guardian, trustee or committee. A pledgor before sale shall be deemed to be the holder of his shares for the purpose of voting the same.

23. Notice of the time, place and purpose of any meeting, whether required by the by-laws or by any provisions of this Article, may be dispensed with if every member or shareholder shall either attend in person or by proxy, or if absent shall by writing filed with the records of the meeting, waive such notice.

AMENDMENTS AFTER ORGANIZATION.

Scope; and Vote Required.

24. Every corporation of this State now existing or hereafter formed may, from time to time, at any meeting duly warned as provided for by Sections 15 or 16 of this Article, by the affirmative vote of a majority of all its members or a

Art. 23, Sec. 20-By "cumulative voting" is meant that the holder of each share of stock is entitled to cast as many votes for directors as there are directors to be elected, and is further entitled to cast all such votes for any one director or divide them among such directors as he may see fit.

majority of all its stock (or if two or more classes of stock have been issued, of a majority of each class) outstanding and entitled to vote, amend its charter or certificate of incorporation, and thereby accomplish any one or more of the following objects: The addition to or diminution of the corporate powers and purposes, or the substitution of other powers and purposes in whole or in part for those prescribed by any charter or certificate; provided that such additional or substituted powers are such as are authorized by this article; the changing of the corporate name; the changing of the corporate business; the increasing or decreasing of the capital stock and the classifica. tion of any increase; the reduction of the number of outstanding shares; the classification of any unissued part of the authorized capital stock; and the changing of the location of the principal office.

Procedure.

25. Articles of amendment signed and acknowledged in the same manner as an original certificate, by the president and a majority of the directors, managers or trustees shall within thirty days after such meeting be prepared, setting forth such amendment and the particulars thereof and stating that it has been duly adopted by the stockholders or members; but no amendment shall take effect until the articles have been duly executed and delivered to the State Tax Commissioner with the recording fees (to be charged at the same rates, and by said commissioner divided, accounted for, and paid over, as in the case of an original certificate). Articles of amendment shall be promptly recorded by the State Tax Commissioner, and when recorded the original or a certified copy shall be sent by him for recording to the clerk of the Circuit or Superior Court as is herein above provided for the case of an original certificate; and a duly certified copy of such articles of amendment from the records of the State Tax Commissioner or of the Circuit or Superior Court shall be prima facie evidence of the rights and powers of the corporation as amended.

Increase of Stock.

26. If an increase of the capital stock of any corporation shall have been duly authorized, as in Section 24 is provided, the articles of amendment shall also set forth (a) the total amounts of capital stock already authorized and issued; (b) the amount of cash paid in for stock already issued and the amount of stock already issued for property or services; (c) the amount of additional stock authorized; (d) and the classes, if any, into which the additional stock is to be divided, with the preferences, voting powers, restrictions and qualifications of the increased shares.

Reduction of Stock.

27. If a reduction of the capital stock shall have been duly authorized, as in Section 24 is provided, the articles of amend ments shall also set forth: (a) the total amounts of capital stock authorized and issued; (b) the amount of the reduction and the manner in which it shall be effected; (c) a copy of the resolution authorizing the reduction; but, except as provided in the next succeeding section, no corporation shall be entitled to reduce its capital stock until the amount of its unsecured debts. and liabilities shall be so far paid and satisfied as not to exceed the amount to which the capital stock shall be reduced.

Reducing the Number of Shares.

28. When the capital stock of any corporation has become impaired by losses, the outstanding shares may be reduced to an amount representing their true value without reducing the amount of capital stock which, by its charter or certificate, the corporation is authorized to have; the outstanding certificates may be called in and new certificates issued for the proportionate number of shares as reduced, to the persons entitled thereto; and the stock representing the difference between the authorized issue and the number of shares as reduced may be

Art. 23, sec. 26-When the capital stock as increased is offered for subscription, the original holders should first be given an opportunity to subscribe thereto in proportion to their holdings. (Thompson on Corporations, 2094.)

re-issued without thereby increasing the capital stock, and may be classified as preferred or common. If such reduction in the number of shares shall be authorized as in Section 24 is provided, the articles of amendment shall, in addition to the requirements of Section 25, set forth: (a) the number of shares originally authorized; (b) the number of shares actually issued and outstanding; (c) the number of shares as reduced; (d) the classification, if any, of the stock representing the difference between the original authorized issue and the number of shares as reduced.

Consolidation and Sale.

29. Any two or more corporations organized or to be organized under any law or laws of this State, which have been or shall be organized for the purpose of carrying on in whole or in part any kind of business of the same or a similar nature, may consolidate such corporations and may by such consolidation form one new corporation; provided, however, that the provisions of this section and of Sections 30 and 31 of this Article shall not be held to repeal any of the restrictions imposed by this Article on the consolidation of railroads owning or operating competing or parallel lines, and provided further, that every corporation which shall take advantage of this section shall thereby be deemed to have waived all claim to exemption from taxation or from the repeal or modification of its charter. The agreement of consolidation, prescribing the terms and conditions thereof, the mode of carrying the same into effect, the name of the new corporation, the number, names and places of residence of the first directors and the officers of such new corporation (who shall hold their offices until their successors are duly chosen and qualified), the number of shares of the capital stock, whether common or preferred, and the amount or par value of each share of stock of such new corporation, and the manner of converting the capital stock of each of said consolidating corporations into the stock of such new corporation; together with all such other provisions and details as shall be deemed necessary to perfect the consolidation of said corporations, shall after the approval by the Board of Directors of each corporation be submitted to

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