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BANKS. [ART. 12.

In cases of ex-
cess, directors
personally lia-
ble.

administration it shall happen, shall be liable for the
same in their natural and private capacities, and an
action may, in such cases, be brought against them,
or any of them, or their heirs, executors or adminis-
trators, in any court of record in this state by any
creditor or creditors of said corporation, and may be
prosecuted to judgment and execution, any condition,
covenant or agreement, to the contrary notwithstand-
ing, 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 exonerate themselves from

Unless they
give notice.

being so liable by forthwith giving notice of the fact,
aqd 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.

Quorum for
transaction of
business.

ART. 8. The president and a majority of the direc-
tors shall constitute a board for the transaction of
business, and in the event of the election of one of
the directors elect to the office of president, then, in
that case, the president and three directors shall con-
stitute a board and quorum for the transaction of
business generally; but ordinary discounts may be
made by the president and three directors, or a ma-
jority of any board of directors ; and in case of sick-
ness or necessary absence of the president, his place
may be supplied by a director, whom he, by writing
under his hand, shall nominate for the purpose.

Dividends.

ART. 9. Half yearly dividends shall be made to the
stockholders of so much of the net profits of the cor-
poration 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 ensuing month after they
are declared, and if the directors shall at any time
wilfully and knowingly make or declare any dividend