ART. 43. ] BANKS, NATIONAL AND STATE.

377

ART. 8. — The president and a majority of the directors shall con-
stitute 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 constitute
a board and quorum for the transaction of business generally, but
ordinary discounts may be made by the president and three direc-
tors, or a majority of any board of directors, and in case of sick-
ness or necessary absence of the president, his place may be sup-
plied by a director, whom he, by writing under his hand, shall nomi-
nate for the purpose.

Quorum for
transaction of
business

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 ensuing month after they are de-
clared, 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,

Dividends.

and consenting thereto, shall be liable in their individual capacities
to the corporation for the amount or proportion of the said capital
stock so divided by the directors, and each director who shall be
present at the making or declaring of such dividend, shall be deemed

Directors liable

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.

Unless they
give notice

ART. 10 — No director shall be entitled to receive any emolument
for his services, unless the same shall have been allowed at a general

No emolument
to directors

meeting of the stockholders, and the directors shall make such com-
pensation to the president for his extraordinary attendance at the
bank, as shall appear to them reasonable

Pay of presi-
dent

ART 11. The president and directors of the corporation may, at
any time, call a general meeting of its stockholders for any purpose
relative to the institution, giving at least six weeks' notice in two or
more daily newspapers printed in Baltimore city, if the corporation
be located in said city, or in a newspaper printed in the county town
of the county in which the corporation may be located, if not located
in the said city; and any number of stockholders, owning not less
than one-fifth of the stock of the corporation, may at any time ap-
ply to the said president and directors to call a general meeting of
the stockholders for any purpose relative to the institution; and if
the president and directors shall refuse to call such meeting, the said
number of stockholders, proprietors of not less than the aforesaid
number of shares, shall have power to call a general meeting of the
stockholders, giving notice as aforesaid, and specifying in such no-
tice the objects of such meeting, and it is hereby made the duty of the
president and directors of said bank, upon the application of any ten

General meet-
ings, how called.