time to time, the number of shares to, in all five thousand, thus making the entire capital stock five hundred thousand dollars; and when fifty thousand dollars of said capital stock shall have been full paid, in the lawful money of the United States, and shall be so certified by a majority of the said commissioners or directors, to the treasurer and comptroller of the State, and a certificate of their organization be transmitted to the clerk of the court of appeals, to be by him recorded among the records of his office, and not before, shall such corporation be entitled to all the benefits and privileges herein conferred or intended to be conferred.

1888, art. 11, sec. 21. 1870, ch. 206, sec. 5.

23. The said commissioners, or a majority of them, shall be, and are hereby constituted a board of directors to manage the affairs of the said corporation until the second Monday of July ensuing its organization under this article, and until successors shall be chosen; and in case it shall at any time happen that an election of directors, or appointment of president of the said bank shall not be made so as to take effect on any day when in pursuance of law the same should take effect, the corporation shall not for that cause be deemed to be dissolved, but it shall be lawful at any time within thirty days thereafter, to make such election and appointment in such manner as shall be directed and provided by the ordinances of the bank; and in case of the death, resignation, removal out of the State, or other disqualification of any director, or of the president of the said bank, the vacancy thereby occasioned may be filled by the directors for the time being electing a director, or appointing a president, as the case may be, for the balance of the time.

Ibid. sec. 22. 1870, ch. 206, sec. 6.

24. The affairs of the several corporations herein provided for shall be managed by a president and directors in each of said corporations, and the number of directors in any of the said corporations shall not be greater than seven, nor less than five; and the number of directors in any of said corporations may be changed by the stockholders from time to time, within the limits as to number aforesaid; and no person shall be a director in any of the said corporations who is not a stockholder thereof, and who is not also a citizen of the State of Maryland.

1888, art. 11, sec. 23. 1870, ch. 206, sec., 7.

25. The following rules, restrictions, limitations and provisions shall form and be fundamental articles of the constitution of each of the said corporations, namely:

Article 1. Every stockholder shall be entitled to one vote for every share which he may hold to the number of not exceeding ten shares, and to one vote for every additional two shares, to the number of not exceeding one hundred shares in all, and to one vote for every additional five shares thereafter; but no share of stock which shall not have been held four calendar months previous to the day of election shall entitle any holder to a vote; and stockholders actually resident within the United States, and none others, may vote at elections by proxy.

Art. 2. None but a stockholder, being a citizen of this State, shall be eligible as a director or president; and every president or director, as the case may be, shall cease to be a director or president upon his ceasing to be a citizen of this State, or stockholder.

Art. 3. No director of any one of the said corporations shall be at the same time a director of any other bank in this State; and once in each year the directors shall lay before the stockholders of each of said corporations, at a general meeting, for their information, an exact and particular statement of the debts which shall have remained unpaid after the expiration of the original credit and the surplus profits, if any, after deducting losses and dividends.

Art. 4. The treasurer of this State shall be furnished with statements of the amount of the capital stock of the corporation, and of the debts due to and from the same, specifying those due to and from other banks, of the moneys deposited therein, of the notes in circulation, of the cash on hand, specifying the amounts of coin, and of the notes of other banks, of the value of the real estate held by the corporation, and of the amount and value of public or other stocks owned by the corporation, said statement to be furnished twice in each year, and to show the condition of the corporation in the said particulars, as the same shall appear at the close of the business transaction of the day in settlement thereof, on the first Monday of January and the first Monday of July; and each of the said corporations shall publish said statement so made to the treasurer, in at least one of the daily newspapers published in the city of Baltimore, if the corporation be located

in said city, or in a newspaper published in the county in which the corporation may be located, if not located in said city; said statements in all cases to be verified by the oath, or affirmation, of the president or cashier of the corporation.

Art. 5. The issues or notes, usually denominated bank notes, which it shall be lawful for the corporation to issue, shall not at any time exceed the amount of its capital stock actually paid in, and no note shall be issued of a less amount or denomination than five dollars, nor of any amount intermediate between five and ten dollars; and the general assembly may at any time restrict the issue of such notes, both in the amount which may be issued and in the denomination of the notes.

Art. 6. The president, each director, cashier, and treasurer, before he enters upon the duties of his office, shall take the following oath or affirmation, as the case may be: I, do swear or affirm, that I will faithfully, impartially, diligently and honestly execute the duties of agreeably to the provisions of law and the trust imposed in me, to the best of my skill and judgment.

Art. 7. The total amount of the debts which any of the said corporations shall at any time owe, exclusive of its issues, or notes usually denominated bank notes, whether by bond, bill, note or other contract, shall not exceed the amount of capital actually paid into the said bank; provided, that the money deposited in the said bank for safe keeping shall not be considered as the debts of the bank within the provisions of this clause; and in cases of excess, the directors under whose administration it shall happen shall be liable for the same in their natural and private capacities, and an action may, in such cases, be brought against them, or any of them, or their heirs, executors or administrators, in any court of record in this State, by any creditor or creditors of said corporation, and may be prosecuted 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, or the 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 who may have been absent when the said excess was created, or who 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 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 stockholders, 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 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 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 corporation for the amount or proportion of the said 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.

Art. 10. No director shall be entitled to receive any emolument for his 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 extraordinary 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 newspaper printed in the county town of the county in which the

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corporation may be located, if not located in said city; and any number of stockholders owning not less than one-fifth of the stock of the corporation may at any time apply to the said president and directors to call a general meeting of the stockholders for any purpose relative to the institution; and if the president and directors shall refuse to call such meeting, the said number of stockholders, proprietors of not less than the aforesaid number of shares, shall have power to call a general meeting of the stockholders, giving notice, as aforesaid, and specifying in such notice the objects of such meeting; and it is hereby made the duty of the president and directors of said bank, upon the application of any ten stockholders for that purpose, to give such stockholders a full list of the names of all the stockholders in said bank.

Art. 12. Every cashier or treasurer, before he enters upon the duties of his office, shall be required to give bond, with two or more securities, to the satisfaction of the president and directors, in a sum not less than fifty thousand dollars for the larger banks, nor less than twenty thousand dollars for those banks whose capital does not exceed three hundred thousand dollars, with a condition for the faithful discharge of his duties.

Art. 13. The lands, tenements and hereditaments, which it shall be lawful for the said corporation to hold, shall be only such as shall be requisite for its immediate accommodation in relation to the convenient transaction of its business, and such as shall have been bona fide mortgaged or conveyed to it, by way of security, or in satisfaction of debts contracted in the course of its dealings, or purchased at sales upon judgments which shall have been obtained for such debts; provided, however, that it shall not be lawful for any such corporation to hold any real estate purchased at sales upon judgments as aforesaid, for more than three years, from and after the time of such purchase, when judicious sale thereof may be effected within the said three years.

Art. 14. The corporation shall not deal or trade in anything except bills of exchange, promissory notes and bullion, or in the produce of its lands or of such goods and effects as shall have been bona fide pledged or mortgaged to it by way of security, or conveyed to it in satisfaction of debts contracted in the course of its dealings, or purchased at sales upon judgments, which shall have been obtained for such debts; pro