344

LAWS OF MARYLAND.

tiori, and may be prosecuted to judgment and exe-
cution, any condition, covenant, or agreement to
the contrary notwithstanding, but nothing herein
contained shall be construed to exempt the said
corporation, or the lands, tenements, goods and
chattels of the same from being also liable for and
chargeable with the said excess, and such of the
said Directors who may have been absent when the
said excess was created, or who may have dissented
from the resolution or act whereby the same was
created, may respectively exonorate themselves

Not liable if
notice given.

from being so liable by forthwith giving notice of
the fact, and of their absence or dissent, to the
Governor of this State, and to the stockholders, at
a general meeting, which they shall have power
to call for that purpose.

Art. 8. The President and a majority of the

Competent to
transact busi-
ness.

Directors shall constitute a Board for the transac-
tion of business, and in the event of the election
of one of the Directors elect to the office of Presi-
dent, then, in that case, the President and three
Directors shall constitute a Board and quorum for
the transaction of business generally, but ordinary
discounts may be made by the President and three
Directors, or a majority of any Board of Directors,
and in case of sickness or necessary absence of the

President sick

President, his place may be supplied by a Director,
whom he, by writing under his hand, shall nomi-
nate for the purpose.

Dividends.

Art. 9. Half yearly dividends shall be made to
the stockholders of so much of the net profits of
the corporation as shall appear to the President
and Directors advisable, and such dividends shall
be declared in the months of June and December,
and shall be paid on the second Monday of the en-
suing month after they are declared, and if the
Directors shall at any time wilfully and knowingly
make or declare any dividend which shall impair
the capital stock, all the Directors present at the
making or declaring such dividend, and consenting
thereto, shall be liable in their individual capaci-
ties to the corporation for the amount or proportion
of the said capital stock so divided by the Direc-
tors, and each Director who shall be present at

Liable if pres-
ent.

the making or declaring of such dividend, shall be
deemed to have consented thereto, unless he shall