294 BOARD OF AGRICULTURE. [Pub. Doc. 



waive notice in writing. All meetings of the shareholders and of the board 

 of directors shall be held within the commonwealth. If, by reason of the 

 death or absence of the officers of a corporation or other cause, there is no 

 person duly authorized to call or preside at a legal meeting, or if the clerk 

 or other officer refuses or neglects to call it, a justice of the peace may, 

 upon wi'itten application of three or more of the shareholders, issue a 

 warrant to any one of them, directing him to call a meeting by giving such 

 notice as is required by law, and may, bj^ the same warrant, direct him to 

 preside at the meeting until a clerk is duly chosen and qualified, if no officer 

 of the corporation is present who is legally authorized to preside. 



QUORUM AND PROXIES. 



Section 12. Unless the by-laws otherwise provide, a majority in 

 interest of all shares issued and outstanding shall constitute a quorum at 

 a meeting of the corporation, and a majority of the members shall consti- 

 tute a quorum at a meeting of the board of directors or of any committee. 

 No corporation shall, directly or indirectly, vote upon any share of its 

 own stock. Shareholders shall have one vote for each share of stock owned 

 by them. Executors, administrators, guardians, trustees or persons in any 

 other representative or fiduciary capacity may vote as shareholders upon 

 shares held in such capacity. Shares owned by any corporation may be 

 voted by any duly authorized officer or agent thereof. Shareholders may 

 vote either in person or by proxy. No proxy which is dated more than 

 six months prior to the meeting named therein shall be valid, and no proxy 

 shall be valid after the final adjournment of the meeting for which it was 

 issued. 



LAND RESERVE FUND. 



Section 13. The capital stock of a farmland bank shall not be less 

 than fifty thousand dollars nor more than five hundred thousand dollars 

 and shall be held by the bank as a separate fund, to be known as the Land 

 Reserve Fund. 



The par xalue of shares in the Land Reserve Fund shall be five dollars or 

 any multiple thereof not exceeding one hundred dollars. 



No person shall directly or indirectly hold or own more than ten per cent 

 of the shares in a farmland bank exclusive of any shares which he may hold 

 as collateral security. 



Any bank, at a meeting duly called for the purpose, by vote of the ma- 

 jority of its shares outstanding, may amend its articles of incorporation 

 to authorize an increase or a reduction in the amount of its capital stock, 

 and in the case of an increase may determine the terms and the manner 

 of the disposition of such additional stock, but in no event shall the capital 

 stock be increased to an amount exceeding five hundred thousand dollars, 

 nor reduced to an amount less than fifty thousand dollars. If an increase 

 in the total amount of the capital stock shall have been authorized by 

 vote of the shareholders in accordance with the provisions hereof, the 



