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JOHN EAGER HOWARD, Esquire, Governor.
assembled in consequence of such notice, shall chose by ballot, from
among the subscribers, by a majority of the votes of such as shall
be present, or
by proxy, twelve directors for the term of one year thereafter, and
on the same
day annually, for ever thereafter, a like election shall be made; and
in case of refusal,
death, resignation, disqualification, or removal out of the state,
of any director,
the remaining members, at their next meeting thereafter, shall elect,
by
ballot, another person, qualified as aforesaid, in his place for the
residue of the
year. The directors, or any nine of them, shall, at their first
meeting after every
general election, elect, by a majority of the members present, by ballot,
from
among the stockholders, a president, who shall, whether a director
or not, be
thereupon entitled to all the powers and privileges of one, and if
he was before a
director, another director shall be elected as aforesaid, so as to
keep up the number
of directors prescribed by this act, exclusive of the president; and
in case of
refusal, death, resignation, disqualification, or removal out of the
state, of the
president, the directors shall meet, as soon as conveniently can be
thereafter, and
elect another person for president, in the manner before directed. |
1790.
CHAP.
V. |
VI. And be it
enacted, That the president and directors, elected as prescribed
by this act, and their successors in office, shall be and they are
hereby incorporated
and constituted a body corporate and politic, by the name of The President
and
Directors of the Bank of Maryland, and by the same name shall have
perpetual
succession; and the said president and directors, and successors, by
the name
aforesaid, may sue and be sued, answer and be answered, in any court
of law or
equity in this state, or elsewhere, and may do and execute every other
matter and
thing, by the name aforesaid, that they are authorised to do in virtue
of this act. |
President and
directors incorporated,
&c. |
VII. And be
it enacted, That there be a meeting of the directors quarterly,
for
the purpose of regulating the affairs of the bank, any seven of whom
to make a
board, and that the board have power to adjourn from time to time;
and the
president, or any three of the directors, may call a special meeting
at any other
time they may think necessary. |
Meetings to
be held quarterly,
&c. |
VIII. And be
it enacted, That the board of directors determine the manner of
doing business, and the rules and forms to be pursued, appoint and
pay the various
officers which they may find necessary, and dispose of the money and
credit
of the bank for the interest and benefit of the proprietors, and make,
at the
expiration of the first year, a dividend of profit, and ever after,
half-yearly dividends. |
Directors to
determine the
rules, &c. |
IX. And be it
enacted, That in the appointment of a cashier of the said bank,
a majority of the votes of nine directors shall be necessary to a choice. |
A majority of
nine necessary,
&c. |
X. And be it
enacted, That the board shall, at every quarterly meeting, choose
three directors to inspect the business of the bank for the ensuing
three months,
and the inspectors so chosen shall, on the evening of every Saturday,
examine into
the state of the cash account, and of the notes received and issued,
and see that
those accounts are regularly balanced and transferred. |
Board to
choose three
directors, &c. |
XI. And be it
enacted, That any director, officer or other person holding
any share or capital of the said bank stock, who shall commit any fraud
or embezzlement,
touching the money or property of the bank, shall be liable to be
prosecuted in the name of the state, by indictment, for the same, in
any court of
law of this state, and upon conviction thereof shall, besides the remedy
that may
be had by action in the name of the president and directors of the
bank of Maryland,
for the fraud aforesaid, forfeit all his share or stock in the said
bank to the
company. |
Persons guilty
of fraud may
be prosecuted,
&c. |
XII. And be
it enacted, That no stockholder, subscriber or member, of the
said corporation, shall be answerable for any losses, deficiencies
or failure, of the
capital stock of the said corporation, for any more or larger sum or
sums of money
whatsoever, but to the amount of the stock, stocks or shares, which
shall appear |
No member
answerable
for losses, &c. |
B
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