104 BANKS. [ART. 11.

execution, any condition, covenant, or agreement to the contrary
notwithstanding; 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 being so
liable by forthwith giving notice of the fact, and 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.

Art. 8. The president and a majority of the directors 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 constitute a board and quorum for the transaction of busi-
ness generally; but ordinary discounts may be made by the presi-
dent and three directors, or a majority of any board of directors;
and in case of sickness 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.

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
declared; 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, and consenting thereto, shall be liable in their
individual capacities to the corporation for the amount or propor-
tion 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 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.