494

LAWS OF MARYLAND.

cuted to judgment and execution, any condition, covenant or

agreement to the contrary notwithstanding; but nothing herein

contained shall be construed to exempt the said corporation's

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 as may have been absent when the said excess was

enacted, or 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 the State, and to the

stockholders at a general meeting, which they shall have power to

call for that purpose.

SEC. 15. And be it enacted, That a half yearly dividend shall

be made to the stockholders of so much of the net profits of the

said corporation as shall appear advisable to the president and

directors; such dividend 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 dividends

which shall impair the capital stock, all the directors present at

Dividends.

the making or declaring such dividends and consenting thereto,

shall be liable hi their individual capacities for the amount or

proportion of the 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.

SEC. 16. And be it enacted, That the president and a majority

of the directors shall constitute a board for the transaction of the

business of the corporation, but the ordinary discounts may be

Constitute
a board.

made or granted by the president and two directors, and in case

of sickness or necessary absence of the president of said corpora-

tion, his place may be supplied by a member of the board whom

the president by writing, may select or appoint as president pro

tempore during such absence.

SEC. 17. And be it enacted, That no director shall be entitled

to receive any pay or emolument for his services unless the same

Not to be
paid.

shall have been allowed at a general meeting of the stockholders,

nor shall the president be entitled to receive any pay or emolu-

ment for his services unless the same shall have been allowed at

a general meeting of the stockholders.

SEC. 18. And be it enacted, That 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 two week's notice by advertisement in some newspaper or

newspapers published in the city of Baltimore, of the time and