LAWS OF MARYLAND.— 1838.

1289

SEC. 12. And be it enacted, That the president and directors

Shall keep

shall keep a regular journal of their proceedings, recorded in

regular
journal.

well-bound books, and the proceedings of each day, and the

name of each director who may be present, shall be verified by

the signature of the president, the vote of each member on every

question decided by them, when a division shall have been

called for, shall be entered on the journal, if such entry shall be

demanded by any member of the said board, which shall be

laid before the stockholders, at their general meetings.

SEC. 13. And be it enacted, That (he president and directors

Shall keep

shall cause regular books of accounts, be kept and balanced at

regular
books of

least once in every year, and as often as they shall declare divi-

accounts.

dends, and they shall cause dividends of the net profits of the

Balance
annually.

company, or so much thereof as they may deem it prudent to

Declare

divide, to be declared and paid to the stockholders at such tirne

dividends.

and in such manner as the bye-laws may prescribe, and should

any portion of the capital stock of the company, be included in

If beyond

any dividend so declared and paid, the directors by whom such

the profits.

dividend is declared, shall be liable respectively to all persons

Directors
liable indi-

holding claims, or demands, against said company, to be recov-

vidually.

ered against them in the same manner as is prescribed in the

fourteenth section of this act, and in the event of any dispute,

or suit at law arising thereon, they shall be subject to all the

provisions of the said fourteenth section, at the period of declar-

ing such dividend, and moreover each stockholder, who shall

And the

participate in the dividend of such capital stock, shall be liable

stockhold-
ers liable.

to such creditors to the extent to be recovered as aforesaid, and

in event of dispute or any suit of law as aforesaid, subject to the

said provisions of the said fourteenth section of the capital stock

so received by him under such dividend, but no administrator.

Adminis-

guardian, trustee, or other person charged with a fiduciary

trators, &c.
not liable.

trust, shall be so liable, but such dividends of the capital stock,

may be made when there shall exist no claims, or demands

against said company, and such dividend shall have been

ordered by the stockholders in general meeting, and after three

months previous notice in some newspaper in the neighbour-

hood, or by some other convenient mode of notification.

SEC. 14. And be it enacted, That all the estate and property

Liabilities

of such company, shall be bound and answerable for the con-

of the com-

tracts and engagements made, and liabilities incurred by said

pany.

company, and the service of any legal process by any officer

Service of

authorized by law to serve the same upon any of its officers,

process.

shall be deemed a good and lawful service upon such company;

Provided, that if said company shall contract any debt or enter

In case of

into any engagements and liabilities beyond the amount of the

contracting
debts be-

market value of the actual assets of such company, at the time

yond assets.

of contracting such debts, or entering into such engagements

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