of corporations of the same general character as the corporation proposed to be created, and any act of incorporation passed in violation of this section shall be void;-provided, nothing herein shall be construed to extend to banks or the incorporation thereof."

It was further provided that as soon as practicable after the adoption of the Constitution, the governor should appoint three persons learned in the law to prepare drafts of general laws "providing for the creation of corporations in such cases as may be proper and for all other cases where a general law can be made." The report of the commissioners became the Act of 1868, ch. 471, and was the foundation of Article 23 of the Code as it stood until the passage of the Act of 1908, ch. 240,-revising the general corporation law of the State. By successive amendments between 1868 and 1908, the list of purposes was enlarged; and by the Act last named it was provided that "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 the general law by the Constitution of this State."

§ 21. Scope of the general law. The plain intent of the Constitution was to reserve municipal and possibly banking corporations for special charters, and to dispense with the latter in "all other cases where a general law can be made." But this intent was not realized. In the first place, the legislatures succeeding that of 1868 did not, in broadening the scope of the general law, keep step with the need; and in the second place, the Court of Appeals decided that the grant of special powers to a corporation of a class covered by the general law, makes a special charter valid.1 The

1 Reed v. Trust Company, 72 Md. 531.

Act of 1908, in addition to permitting incorporation for any lawful purpose, annexes the right to obtain all proper powers. Accordingly, the necessity for a legislative or special charter can rarely exist; and one unnecessarily granted is void. The test of necessity is whether the results of the special act are obtainable under the general law.1

§ 22. Analysis of the Maryland general law. Article 23 (Corporations), as now contained in the Code of 1911, consists of some 468 sections; and these comprise the relevant statutory law except: (a) Article II (Banks and Trust Companies); (b) Article 81 (Revenue and Taxes), which includes most but not all of the law relating to corporate taxation; (c) Article 7 (Labor Disputes); and (d) scattered provisions, such as those to be found in Article 16 (Chancery), Article 21 (Conveyancing), Article 27. (Crimes and Punishments), and Article 33 (Elections).

A large part of Article 23 is taken up by the Uniform Stock Transfer Act and the Public Service Commission

1 The Act of 1908 does not supersede provisions elsewhere in the law for particular classes of corporations. If the provisions made for such particular classes contain limitations which the incorporators desire to escape (e. g. secs. 293 and 382 of Code 1911, art. 23) a special act will be necessary. Again, a special charter containing provisions inconsistent with those of the general law (e. g. requiring more than a majority of the stock to constitute a quorum) would probably be upheld under Reed v. Trust Co., 72 Md. 531. A question at least debatable relates to the case of State banks. Ch. 219 of the Acts of 1910 (now Code 1911, art. 11) is a general law for the incorporation of banks and trust companies. The question is: Whether the intent of the Constitution (supra, §20) was to prohibit the formation of banking corporations otherwise than by special act. 2 For which see Williams: Corporation Law of Maryland,—a useful compilation.

Act, both passed in 1910. The remaining sections may, with substantial accuracy, be grouped as follows: (1) Those relating specifically to corporations formable under the general law but belonging to particular classes, e. g. railroads, insurance companies, and about a dozen others; and (2) the sections representing for the most part the revision of 1908, and which govern in the absence of special provisions. The point for emphasis is, that in considering questions of formation, powers and limitations, the first inquiry must be whether the corporation belongs to one of the particular classes for which special provision has been made.1

1 The Act of 1908 (Code 1911, art. 23, sec. 1) declares that its provisions shall apply to and govern all corporations of the State; "provided (first) that nothing in said sections contained shall be construed to affect the existence of any 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 the 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 provisions contained in any such special act or agreement of consolidation or in the provisions made for particular classes of corporations by the subsequent sections of this article."

§ 23. Procedure under the Maryland general law. Bearing in mind that variations may exist if the proposed corporation belongs to a class for which special provision is made,' the procedure leading up to incorporation is prescribed by the Act of 1908 (Code 1911, Art. 23, secs. 3, 4 and 5) as follows:

The incorporators must be three or more adult persons. They need not be subscribers to the company's stock and their citizenship is a matter of indifference, except that one at least must belong to this State. They execute a certificate setting forth: (a) Their purpose to associate with the intention of forming a corporation; (b) the name of the proposed corporation, which must be such as to distinguish it from a natural person or a partnership: and this latter provision will be complied with if the name begins with "the" and ends with "company" or "corporation," or if the title contains the word "incorporated"; (c) the proposed purpose and business; (d) the place in this State of the principal office; (e) "the total amount of capital stock, if any, 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 provision which may be desired for the purpose of defining, limiting and regulating

1 E. g. a religious corporation formed under the Act of 1802 (Code 1911, art. 23, secs. 339, &c.) See Boyce v, Trustees, 46 Md. 369; Baltzell v. Church Home, 110 Md. 262.

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." This certificate must be acknowledged before some officer competent to take acknowledgment of deeds conveying lands in this State; and it is then submitted to one of the judges of the judicial circuit in which the principal office is to be located,-who certifies thereon its conformity with the law. The certificate, when so certified, is delivered to the State Tax Commissioner, who records the same and transmits either the original, or a copy duly certified, to the clerk of the Circuit Court or of the Superior Court of Baltimore City (according to the location of the principal office) to be again recorded. And by sec. 5 it is provided: "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 existence of the corporation and its right to exercise the powers therein mentioned." 2

1 The certificate of the judge is not conclusive. Hyattsville v. Washington &c. R. Co., 120 Md. 137.

2 "Certificate of Incorporation" and "Articles of Incorporation" are interchangeable terms,-both being used in contrast with "Charter," which indicates creation by special act.

Under the pre-existing law (Code 1904, art. 23, sec. 14), there