tents and purposes as to subsequent purchasers in good faith, and creditors; provided, the term during which the rent or instalments are to be paid shall not exceed ten years. Such contracts shall be in writing and shall be acknowledged and recorded as deeds in the county in which the said vendor or lessor has its principal office in this State.

ARTICLE XXIII.

CORPORATIONS.

General Provisions.

1. (1) Except as therein otherwise provided, the sections of this article, numbered one to seventy-nine inclusive, shall become and be operative on and after the first day of June, in the year nineteen hundred and eight (1908), and the provisions thereof shall apply to and govern all corporations then existing and thereafter formed, and all corporate acts thereafter done; provided (first), that nothing in said sections contained shall be construed to affect the existence of any then existing corporation or to impair the validity of any corporate act done and performed in accordance with the pre-existing law; and provided (second), that in the event of any inconsistency between any of the provisions of said sections and the rights conferred by any special act or any legally authorized agreement of consolidation passed, or filed prior to said first day of June, in the year nineteen hundred and eight (1908), the provisions of said special act or agreement of consolidation shall prevail to the extent of such inconsistency; and provided (third), that in the event of any inconsistency between any of the provisions of said sections and the provisions made for particular classes of corporations by the subsequent sections of this article, the latter shall prevail to the extent of such inconsistency; and provided (finally), that unless therein otherwise stated, the said sections shall be available to all corporations of this State as alternative to and not in substitution for any inconsistent pro

visions contained in any such special act or agreement of con solidation or in the provisions made for particular classes of corporations by the subsequent sections of this article.

(2) The words "Clerk of the Circuit or Superior Court" used herein, shall be taken to mean the Clerk of the Circuit Court for a county, or the Clerk of the Superior Court of Baltimore City, as the case may be.

(3) The word "directors" shall include trustees, managers and the members of the governing body of the corporation, by whatever name they may be called.

(4) The words "stockholders" and "shareholders" shall include members in the case of corporations having no capital stock, and vice versa, unless such construction would be inconsistent with the context.

(5) The location of the principal office of a corporation shall be the place named as such in the charter, certificate of incorporation or amendment thereof; and where the location of the principal office is not so named, it shall be deemed to be the place where the main office of such corporation in this State for the transaction of business is actually situated.

Provisions For The Formation Of Corporations.

2. Corporations may be formed under the provisions of this Article for any one or more lawful purposes, except such as are excluded from the operation of a general law by the Constitution of this State. And except where special provisions inconsistent herewith are made in this Article for particular classes, all corporations shall be formed in manner following: 3. The incorporators, being any three or more adult persons, of whom at least one shall be a citizen of this State, shall sign and acknowledge before some officer competent to take the acknowledgment of deeds for land situated in the State, a certificate in which shall be stated:

(a) That the subscribers thereto (giving their names and places of residence) associate themselves with the intention of forming a corporation.

Art. 23, Sec. 2-Article 23, elsewhere, makes provisions for railroad companies apparently inconsistent herewith.

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(b) The name of the proposed corporation, which shall always be such as to indicate that it is a corporation as distinguished from a natural person or a partnership.

This provision shall be deemed to be complied with if the name of the corporation begins with the word "the" and ends. with the word "company" or corporation," or if the title shall contain the word "incorporated."

(c) The purpose or purposes for which the corporation is formed and the business or objects to be carried on and promoted by it.

(d) The place in this State where the principal office of the corporation will be located.

(e) The total amount of capital stock, if any, of the proposed corporation and the number and par value of the shares; and the restrictions, if any, imposed upon the transfer of the shares. And if the capital stock is to be classified under the power hereinafter granted, the certificate shall state how much of said stock is to be preferred and the preferences, voting powers, restrictions and qualifications of the preferred stock.

(f) The number of trustees, directors or managers, which shall not be less than three; and the names of those who shall act as such for the first year or until their successors are duly chosen and qualified.

(g) Any provisions which may be desired, for the purpose of defining, limiting and regulating the powers of the corporation, and of the directors and stockholders or any class of the stockholders; provided, such provisions are not contrary to the law of this State or inconsistent with any of the terms and limitations of this Article.

4. If the certificate is acknowledged before a justice of the peace, his official character shall be certified by the Clerk of the Circuit or Superior Court under his official seal. Every certificate shall be submitted to one of the judges of the judicial circuit in which the principal office of the corporation will be located, who shall, if such certificate is executed in conformity

Art. 23, Sec. 3- The articles of incorporation need not be executed within the State. It is not necessary that the incorporators should be stockholders. The purposes should be set out in the fullest possible manner, as the powers of the corporation are limited by the purposes set out. One of the directors must be a itizen of and actual resident in the State. (See Sec. 8, Art. 3.)

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with the law, certify that fact thereon; when so certified such certificate shall be delivered to the State Tax Commissioner who, upon payment (and not before) of the recording fees hereinafter provided for, shall receive and endorse thereon the date and time of receipt and promptly record the same in a book to be kept by him for that purpose. After such recording the State Tax Commissioner shall transmit the original certificate or a copy thereof duly certified by him to the Clerk of the Circuit or Superior Court (according to the location of the principal office of the corporation) by whom the same shall be again recorded. At the time of receiving such certificate the State Tax Commissioner, shall collect double the fees allowed by law to clerks of courts for recording a document of similar length; and one-half of the sum so collected shall be paid by him to the Clerk of the Circuit or Superior Court to whom such certificate shall be transmitted for recording as aforesaid, and for the other one-half he shall account quarterly to the Comptroller and pay the same forthwith to the State Treasurer for the use of the State.

5. When such certificate has been executed and acknowledged in due form and delivered to the State Tax Commissioner with the recording fees and the bonus tax, if any payable, the incorporators, their associates and successors shall, according to the purposes, conditions and provisions in the certificate contained, become and be a body corporate by the name therein stated. And a duly certified copy of such certificate from the records of the State Tax Commissioner or of the Clerk of the Circuit or Superior Court shall be prima facie evidence of the

Art. 23, Sec. 4-Article 23 heretofore provided that the judge should certify that the certificate was in conformity with the law and that such determination by the judge should be conclusive evidence that the certificate did conform to the law. The judge only determines now that the certificate is executed in conformity with the law, and such determination has apparently no effect, but is merely a pre-requisite to incorporation.

Art. 23, Sec. 5-This section apparently requires the payment of the bonus tax as a pre-requisite to incorporation, although such provision was omitted from Section 4.

Under the decisions in Maryland Tube Works v. West End Improvement Co., 87 Md. 207, and in Cleveland v. Mullian, 96 Md. 698, corporations do not have the right to organize and carry on business until the bonus tax has been paid the State Treasurer.

For bonus tax, see Sections 98-103, Article 81.

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existence of the corporation and its right to exercise the powers therein mentioned.

6. No certificate of incorporation shall be declared void for formal defects merely: and where an effort has been made in good faith to form, under the laws of this State a corporation formable thereunder, neither party to any transaction with it shall deny the legality of its incorporation or organization in any suit or proceeding growing out of such transaction; and "transaction" shall include any wrong to person or property giving rise to a cause of action or equitable relief by or against such corporation.

7.

General Powers.

Every corporation which is subject to the provisions of this Article shall have the following general powers, except where the special provisions relating to any particular classes of corporations are inconsistent herewith:

(1) To have perpetual succession by its corporate name.

(2) To sue and be sued, complain and defend in all Courts. (3) To make and use a common seal and alter the same at pleasure.

(4) To transact its business, carry on its operations within or without this State, and to exercise in any other State, territory, district or possession of the United States, or in any foreign country, so far as the laws thereof permit, the powers granted by this Article.

(5) To make contracts, incur liabilities, and borrow money; and to issue bonds and secure the same by mortgage or deed of trust of its property, franchises and income; provided such issue is authorized at any meeting duly warned, as provided for in Sections 15 or 16 of this Article, by the affirmative vote of a majority of all its members or a majority of all its stock (or if

Art. 23, Sec. 6-This provision, together with the provision of section 5, making a certified copy of the certificate of incorporation prima facie evidence of the existence of the corporation would seem to make it impossible to attack the existence of any corporation collaterally, if any certificate of incorporation be executed and recorded, while the State can not attack it directly for formal defects merely. (See note to Section 5.)