JAS. BLACK GROOME, ESQUIRE, GOVERNOR. 799

provisions of this section, unless the contracting of a	Proviso.
freater,debt shall have been previously authorized
y a law of this State; and in case of excess, the di-
rectors under whose administration it shall happen
shall be liable for the same in their natural and pri-
vate capacities, and action may, in such cases, be
brought against them, or any of them, or their heirs,
executors or administrators, in any court of record
in this State, by any creditor or creditors of said cor-
poration, and may be prosecuted to judgment and ex-
ecution, any condition, covenant or agreement, to the
contrary notwithstanding; but nothing herein con-
tained shall be construed to exempt the said corpor-	Construed,
ation, 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 directors as
may have been absent when the said excess was cre-
ated, or who may have dissented from the resolution
or act whereby the same was created, may respec-
tively exonerate themselves from being so liable, by
forthwith giving notice of the fact, and of their ab-
sence 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.
SEC. 16. And be it enacted, That half yearly divi-
dends shall be made to the stockholders of so much	Dividends.
of the net profits of the corporation, as shall appear
advisable to the president and directors ; such divi-
dends shall be declared in the months of June and De-
cember, and shall be paid on the second Monday of
the ensuing months, after they are declared; and if
the directors shall at any time willfully and know-
ingly make or declare any dividend which shall im-
pair the capital stock, all the directors present at the
making or declaring such dividends, and consenting	Impairing cap- ital.
thereto, shall be liable in their individual capacities
for the amount or proportion of the capital stock so
divided by the directors; and each director who shall
be present at the making or declaring of such divi-
dend, shall be deemed to have consented thereto,
unless he shall immediately enter his dissent in
writing, on the minutes of the proceedings of the
board, and give public notice to the stockholders that
such dividend has been declared.