376

LAWS OF MARYLAND.

and if the said directors shall fraudulently make any di-
vidends which may impair the capital stock of said

Liability of
directors.

company, the directors consenting thereto, shall be lia-
ble in their individual capacities to the company fur
the amount of the stocks so divided, and each director
present when such dividend shall be made, shall be
adjudged to be consenting thereto, unless he forthwith
enters his protest on the minutes of the board, and give
public notice to the stockholders at the declaring of
such dividend.

Statement of
affairs.

SEC. 11. And be it enacted, That at each annual
meeting of the stockholders, the directors of the pre-
ceding year shall exhibit to them a complete statement
of the affairs and proceedings of the company for such
year, and special meetings of the stockholders may be
called by order of the directors or by stockholders hold-
ing one-fourth in amount of the capital stock on like
notice as that required for annual meetings, specifying,
moreover, the object of the meeting, but no business
shall be transacted at such special meetings, unless a
majority, in value, of the stockholders shall attend in
person or by proxy.

Location.

SEC. 12. And be it enacted, That the said company
be, and they are hereby authorised to locale and con-
struct a rail road from the town of Easton, or any other
point or points in Talbot county that may be deemed
most advisable by said company to the line dividing
the State of Maryland and Delaware, and thence to
connect with the Delaware Rail Road incorporated by
the Senate and House of Representatives of Dela-
ware in General Assembly met, or with any of the
branches of said road by such route or routes, and at
such point or points as may be secured by charier from
the Legislature of the State of Delaware; and also to;
locate and construct lateral branches from said rail road
to any point or points which may be deemed by said
company needful or eligible, and for that purpose to
enter upon any land necessary for locating, laying out,
or making the same or any part thereof, or to procure
land, gravel, earth, wood or timber for such use, and
to obtain the right or title to the same as hereinafter
provided.

Condemnation
of land.

SEC. 13. And be it enacted, That whenever appli-
cation shall be made by the company for this purpose,
the judge of the circuit court for the seventh judicial
circuit, embracing Talbot and Caroline counties, shall
appoint five commissioners, and whenever it shall be