ART. 11] FUNDAMENTAL ARTICLES. 307

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
business generally; but ordinary discounts may be made by
the president 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 stock-
holders, 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 Decem-
ber, 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 cor-
poration for the amount or proportion of the said capitol 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.

Art. 10. No director shall be entitled to receive any emolu-
ment for bis services, unless the same shall have been allowed
at a general meeting of the stockholders; and the directors
shall make such compensation to the president for his extra-
ordinary attendance at the bank as shall appear to them
reasonable.

Art. 11. The president and directors of the corporation may
at any time call a general meeting of the 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 news-
paper printed in the county town of the county in which the