560 CORPORATIONS. [ART. 23

1904, art. 23, sec. 5. 1888, art. 23, sec. 5. 1868, ch. 471, sec. 5. 1908, ch. 240, sec. 49.
74. The directors, managers and trustees of every corporation of
this State shall keep full and fair accounts of their transactions; and
they shall annually prepare a full and true statement of the affairs of
the corporation, which shall be submitted at the annual meeting of the
stockholders or members.

In a suit against a stockholder for a debt of the corporation, a plea is
insufficient which alleges a failure to comply with this section (as it stood
prior to the act of 1908, ch. 240), and that the plaintiff during the time the
debt was contracted was president of the corporation. Weber v. Fickey, 52
Md. 510.

See notes to sec. 73.

Ibid. secs. 75, 76, and 77. 1888. art. 23, secs. 67, 68, and 69. 1868, ch. 471.
sees. 62, 63, and 64. 1898, ch. 228. 1908, ch. 240, sec. 50.

75. First: If the trustees, managers or directors of any such cor-
poration shall declare and pay any dividend when the corporation is
insolvent, or any dividend, the payment of which would render it
insolvent, or would diminish the amount of the capital stock, they shall
be jointly and severally liable to the extent of the dividends so declared
and paid for all the debts of the corporation then existing, and also for
all that shall thereafter be contracted, while they shall respectively con-
tinue in office, even although the whole amount of the capital of said
corporation has been paid in. But if any of the trustees, directors or
managers of said corporation shall object to declaring such dividend, or
to the payment of the same, and shall, at any time before the time fixed
for the payment of the same, record a certificate of their objection in
writing with the clerk of the court in which the certificate of incorpora-
tion is recorded, they shall be exempt from the liability imposed hereby.
Second: No loan of money shall be made by any corporation to any
stockholder or director therein and if any such loan shall be made, the
officer or officers or directors who shall make it or assent thereto shall
be jointly and severally liable for all the debts of said corporation to
the extent of the loss that may result from such loan; but this paragraph
second shall not apply to any building or homestead association, or any
corporation whose principal business under its charter is to loan money
on real or personal property, or to any corporation receiving and author-
ized to receive money on deposit, or to any life insurance company lend-
ing money to any of its policy holders on their policies. Third : In the
event of the insolvency of the corporation, the liability of the directors
and officers under this section (75) shall be collectible by the receiver
or other person winding up its affairs, as an asset of said corporation.

Section 77 of the code of 1904, held to apply to all corporations formed
under article 23, except those expressly exempted by said section. The
exemption in said section of "any association for the loan of money on real
or personal property," held to refer to corporations whose principal business
it was to loan money, and not to corporations Incidentally authorized to make
loans, such as corporations formed under section 153. This section con-
trasted with section 153. Fisher v. Parr, 92 Md. 274.