CERTIFICATE OF INCORPORATION-See also sub-title, Amendments-See sub-title, "Amendments After Fees Must be with State Tax Commission.. Must be acknowledged.. Must be filed with Secretary of State and the lo- Must contain names of subscribers, their acknowl- When not in form, not to be received for record CERTIFICATE OF STOCK-See also sub-titles, "Capital Contents Each stockholder entitled to certificate.. Lost Certificates- 23 ..... 23 67 23 Issue of new certificates in place of. Power to prescribe conditions for issue of Special limitations as to transferability or vot- Charitable corporations, property of increasing in CHARTER-See sub-topic, "Certificate of Incorpora- Amendments to And see also sub-topic, "Amendments After Or- Charte.s of organized companies may be lost for non-use Reservation of legislative right to amend.. Const. Classes of Stock-See sub-topic, "Capital Stock." By telegraph, telephone, etc., companies for un- By water companies.. Compensation, nothing to be taken without just compensation ... Construction of underground lines. ** ** *** 23 94 67A 95 ཚུ ས ཾ 23 33 Condemnation of Property—Continued. Coporations- Authorized to acquire by condemnation any land, Classes to which Act applies. Limitation Costs to be paid by corporation. Damages, jury to assess... Fees to be paid by corporation.... ART. SEC. PAGE 23 399 327 23 405 329 23 405 329 23 403 328 23 401 328 Description of property and interest condemned.. 23 403 328 23 403 328 Confirmation of inquisition... Failure of jury to agree. 23 402 328 23 402 328 23 399 327 23 404 339 Inquisition- Judge, his duties, etc.. Objeticns to return in inquisition.. To be in writing, and returned under seal to court 23 402 328 To describe the property...... When confirmed and valuation paid or tendered it conveys interest as if fully conveyed by As to classes of corporations to which Act applies 23 405 329 without consent, etc.. Procedure Application to judge, his decision, his warrant, summoning of the jury.. Jury's duties Sheriff and his duties... Return of inquisition.. Striking of jury. Oath to jurors. Valuation- Damages assessed by jury.... When paid or tendered, effect.. CONSOLIDATION-See "Banks and Trust Companies"- "Railroads." Agreement of consolidation.... Approval by board of directors, and requisite Assumption of duties and liabilities under such .... Corporations, except railroads, may lease prop- erty in its entirety... Disposal of entire assets.. Dissenting stockholder, procedure... Effect of consolidation with Maryland corporation 23 30 CORPORATIONS: Consolidation-Continued. Of non-stock corporations.... Property devolves upon consolidated company.. Restriction upon consolidation of railroads... Limitations upon such rights. When operative CONSTRUCTION OF ACT- Companies to be subject to amendments and Corporation Act not to affect Baltimore City Inconsistent provisions Not to affect or impair existing rights against Not to authorize incorporation of companies for Conveyancing-See "Conveyancing" and sub-topic CORPORATE EXISTENCE- Right of perpetual succession.... ...... When begins-filing certificate-payment of bonus Corporation Act—Application and exceptions.. Deeds-See "Conveyancing." De Facto Corporations—(There are none.) "Clerk of the Circuit or Superior Court". "Ordinary business corporations". "Stock" Citizenship of, when required. "Shareholders" "Stockholders" DIRECTORS- Account of transactions... Annual election Anual statement Board of, how chosen. Classes Dividends- Unearned-Liability-dissent Election-Annually 23 5 93 328 525 88B 110 14 * ****-***** ****** **** དྡྷ3ཀྪཱུ ྂ133 ྂཡཿཌ€ཝཏྟཋ ཌ 23 23 8A 61 74 101 74 101 { 75 101 21 101 Directors-Continued. Executive Committee-Provision for election... Number may be changed by by-laws. Not less than three..... No loans to be made to, exception.... No power to alter, amend or repeal by-laws. Officers-One person filling more than one office.. By proceedings instituted by Attorney-General 23 By vote of two-thirds of stockholders, etc..... 23 76-7 102-3 Decree for, to be filed with State Tax Commission 23 * *** 23 S1A 103 23 21 66 23 79 104 78 104 82 107 77A 103 23 10 62 11 62 75 101 23 8 60 12 63 75 101 23 12 63 9 61 23 9-11 61-62 12 63 23 9 61 Defenses may be pleaded by stockholder of any Failure to elect directors not ground for.. Procedure upon petition for forfeiture by Attor- Receiver Stockholders and directors not relieved of obliga- Upon dissolution by stockholders, petition to be Upon dissolution other than by Court proceedings DIVIDENDS- Declaration of improper.. On preferred or common stock. EVIDENCE- Proof of accounts... Proof of foreign debts and other instruments... Execution or attachment of shares-interest affected. Exemptions from taxation.... EXECUTIVE COMMITTEE— Call of meetings by. Election of ** * ** * ** * * ** **** 23 78 104 23 80 105 23 75 101 35 50 440 35 43 440 23 123 135 23 71 99 626 CORPORATIONS: On filing agreements of consolidation. FOREIGN CORPORATIONS- Assent to laws presumed.. Liable to suit when doing business herein. Personalty taxed Penalties for not qualifying. Place of suit.... On ordinary business corporations. On foreign corporations 23 412 332 43 439 23 412 332 96 119 97 119 93 117 92 115 92 115 93 117 97 119 Const. { Freight Line Companies-See "Taxation," sub-topic, GAS COMPANIES-See "Electrical and Gas Corpora- tions." Incorporators, who may be-number-certificate..... Increase of capital stock........ Inspection of statements and books. Interest rate on chattel loans... 29 70 23 32 76 ..Const. Local and special laws, prohibition.. Annual notice-business to be transacted..... Cumulative voting 23 26 69 23 72-73 23 124 135 23 124 135 |