1844.

THOMAS G. PRATT, ESQUIRE, GOVERNOR,

CHAP. 271.

purpose, shall fill the same by choosing a president or di-
rector, as the case may be, from amongst the stockhold-
ers, to serve until the next election; and for the transac-
tion of any business hereby confided to the said president
and directors, a majority of them shall be a quorum.

Meetings-
how called.

SEC. 4. And be it enacted, That all general meetings of
the stockholders shall be called by the president and di-
rectors, or as the by-laws may direct, and that special
meetings may be called at any time by the president, or
by any stockholder or stockholders who may be proprie-
tors of one-fourth of the whole capital stock, first giving
ten days notice of such meeting, and its object, by ad-
vertisement in at least two daily papers published in the
city of Baltimore; and at any meeting of the stockholders
a quorum for the transaction of business shall consist of
the owner or owners, or representatives of the owner
or owners, of at least the major part of the capital stock,
and every such meeting shall have full power and au-
thority to pass, alter of repeal by-laws and regulations
for the management of the affairs of the corporation.

Liability of
President and
Directors.

SEC. 5. And be it enacted, That if the debts of said
corporation shall exceed at any time the amount of two-
thirds of its capital actually paid in, the president and di-
rectors, under whose administration it may happen, shall
be liable for the same in their private and individual ca-
pacitise; and an action or actions may be brought in such
case against them, or any of them, or against their heirs,
executors or administrators, in any court of record, in this
State, by any creditor or creditors of the said corporation,
and may be prosecuted to judgment and execution, any
condition, covenant or agreement to the contrary notwith-
standing; but nothing herein contained shall be construed
to exempt said corporation, or the lands, tenements and
estate of the same, from being liable for said excess; pro-

Proviso.

vided always, that such of the directors us may have been
absent when the said excess was created, or who may have
dissented from the resolution or act or acts whereby the
same was created, may respectively exonerate themselves
from all personal liability, 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.

Issues forbid.

SEC. 6. And be it enacted, That nothing in this act
contained shall be so construed as to confer any banking
privileges on the said corporation, or the right to issue any
note in the nature of a bank note.

Agency for-
bid.

SEC. 7. And be it enacted, That no president, director
or stockholder in said company, shall hold or execute any