308 LAWS OF MARYLAND [CH. 135

ber of the board of directors to act in the place of such absent
member.

(b) The designation of any such committee and the dele-
gation of authority to it shall not operate to relieve the board
of directors, or any director, of any responsibility imposed
upon it or him by law.

56. (Officers. ) (a) Every corporation shall have as officers
a president, a secretary and a treasurer, and may have such
other officers as are provided for in the by-laws. The presi-
dent shall be selected from among the directors. Any two
or more offices, except those of president and vice-president,
may, if permitted by the by-laws, be held by the same person
but no person shall execute, acknowledge or verify any instru-
ment in more than one capacity, if such instrument is required
by law, the charter, or the by-laws to be executed, acknowl-
edged or verified by two or more officers.

Unless the by-laws provide otherwise, the officers shall be
elected by the board of directors and shall serve for one year
and until their successors are elected and qualify. Unless the
by-laws provide otherwise, the board of directors may fill a
vacancy occurring in any office.

(b) All officers and agents of the corporation, as between
themselves and the corporation, shall have such authority and
perform such duties in the management of the property and
affairs of the corporation as may be provided in the by-laws
or as from time to time, may be determined by resolution of
the board of directors not inconsistent with the by-laws, but
no rights of any third party shall be affected or impaired by
any such by-law or resolution unless he has knowledge thereof.

57. (Removal of Officers. ) Any officer or agent may be
removed by the board of directors whenever, in its judgment,
the best interests of the corporation, will be served thereby,
but such removal shall be without prejudice to the contrac-
tual rights, if any, of the person so removed.

58. (Liability of Directors and Officers. ) (a) In addition
to any other liabilities imposed by law upon directors of a
corporation:

(1) Directors of a corporation, who knowingly or without
making reasonable inquiry, vote for or assent to the declara-
tion of any dividend contrary to the provisions of this Article,
shall be jointly and severally liable to the corporation to the
extent that the dividend paid exceeded the amount which,
could properly have been paid.