records of the corporation, produced from their proper custodian, who is commonly the secretary; and where the corporation is the adverse party, if notice be given to produce its records, and they are not produced accordingly, extrinsic testimony may be brought forward to show their contents, or to show that the agent acted publicly, as such, or that the corporation knowingly enjoyed the benefit of the transaction, or otherwise ratified it, &c. (B'k of U. States v. Dandridge, 12 Wheat. 83; Dunn v. Rector, &c. 14 Johns. 118; Ang. & A. Corp. 267 & seq.)

When agents or officers of corporations are required to give bond with sureties, it is generally directory only, so that, unless the charter or some general statute otherwise provide, the agent or officer is competent to act, although he has given no bond, and the corporation is responsible for his conduct. (Bank of U. S. v. Dandridge, 12 Wheat. 64; U. States v. Van Zandt, 21 Wheat. 184; Peppin v. Cooper, 2 B. & Ald. (4 E. C. L.) 436-'7.)

Officers of corporations ought of course to be elected as the charter, or the general law, prescribes, or else the election is voidable; but still, if one comes in under color of right, he is a de facto officer, and his acts and contracts as such will bind the corporation though he be in fact ineligible, or although there were at the time no vacaney, there being in fact no officer de jure in place. Nay, although never elected at all, yet if the corporation suffer him to act publicly as such, so that he acquires the repttation of being the officer he assumes to be, his acts as such are obligatory upon the body. (O'Brian v. Knivan, 3 Cro. (Jac.) 552; Harris v. Jays, 2 Cro. (Eliz.) 699; Baird v. Bank of Washington, 11 Serg. & R. 411; King v. Bedford Level, 6 East. 368; Parker v. Kett, 1 Ld. Raym. 600; Burr v. McDonald, 3 Grat. 235, &c.; U. S. B'k. v. Dandridge, 12 Wheat. 70; Minor v. Mechanics Bank, 1 Pet. 46, 70.)

The duration of an agency or of an office depends on the terms of the appointment, or of the charter, for the most part; and an agency is as much liable to be revoked as in the case of a natural person, save as in case of a natural person, where the power is coupled with an interest, or was given for a valuable consideration. (2 Kent's Com. 644; 1 Pars. Cont. 61-'2; Hunt v. Rousmanier, 8 Wheat. 201; Clayton v. Fawcett's adm'r, 2 Leigh, 23; Huston v. Cantril, 11 Leigh, 173; Bac. Abr. Authority (E); Ante p. 223-24, &c.)

The mode of contracting by officers and agents must conform to the charter, or to the commission, and if they are silent, must pursue the methods used by agents generally,

which has already been explained in the chapter of Master and Servant. (Ante p. 210 & seq. See Head v. Prov. Ins. Co. 2 Cr. 166, &c.; Ducarry v. Gills, 4 Car. & P. (19 E. C. L.) 121; N. E. Mar. Ins. Co. v. D'Wolf, 8 Pick. 56; Mech. Bk. v. Bk. of Columbia, 5 Wheat. 326; Bk. of N. Lib. v. Cresson, 12 Serg. & R. 260; Fleckner v. Bank of U. S. 8 Wheat. 338.)

The time within which certain acts shall be done by officers and agents is sometimes prescribed, but it is merely directory in general, and the act may, for the most part, be validly done after the time named. (Atto-Gen. v. Scott, 1 Ves. Sen'r, 415.)

The ordinary proof of the agent's doings varies according as the agent is a constituted board, or is composed of one or more individuals. In the former case a minute is commonly made and recorded of what they do; and that is the best evidence of their action, if such a minute was made; but if not, their action, and in all cases the action of individual agents, must be proved by the most satisfactory evidence that presents itself, as in the other affairs of life (U. S. Bk. v. Dandridge, 12 Wheat. 75; U. S. v. Kirkpatrick, 9 Wheat. 720; Russell v. McLellan, 14 Pick. 63; U. S. v. Van Zandt, 11 Wheat. 184). But although there be in the regulations of the corporate body directions for authenticating the acts of its agents, those directions are between the body and the agent, and are not, in general, available between the corporate body and a stranger. (U. S. Bk. v. Dandridge, 12 Wheat 75; Bk. of N. Liberties v. Cresson, 12 S. & R. (Pa.) 306; Russell v. McLellan, 14 Pick. 63; Middlesex Husbandmen v. Davis, 3 Met. 133; Chester Glass Co. v. Dewey, 16 Mass. 102.)

As to the mode in which the agent of a corporation ought to frame the contract which he makes as such, the same principles are applicable as in other cases of agency, for which reference is made to the chapter of Master and Servant, (Ante p. 210, & seq. See Hartshorn v. Whittles, 3 Munf. 357; Jones v. Carter, 4 H. & M. 184; MeWilliams v. Willis, 1 Wash. 202; Martin v. Flowers, 8 Leigh, 158; Earl v. Wilkinson, 9 Grat. 68; Stinchcomb v. Marsh, 15 Grat. 209, &c.; 3 Rob. Pr. (2 Ed.) 63, &c.; 1 Am. L. C. 604.

As corporations are only bound by what their agents do within the scope of their authority (Mech. Bk. v. Bk. of Columbia, 5 Wheat. 337; Clark v. City of Washington, 12 Wheat. 40; Bk. of U. S. v. Dandridge, Id. 83), it becomes an interesting question what the precise extent of the authority is, and especially as to the regular officers

of the association. It is important, therefore, to note that the president is not ex officio the agent of a corporate body to sell property which the body directs to be sold, and therefore, unless he is appointed to sell, his representations touching the property are not binding on the corporation, (Crump v. U, S. Min. Co., 7 Grat. 352); neither has he ex officio power to affix the seal of the corporation to a writing, (Burr v. McDonald, 3 Grat. 235-6; Clarke v. Imp. Gaslight Co. 4 B. & Ad. (24 E. C. L.) 315), nor to draw checks for the corporation monies deposited in bank, (Fulton Bk. v. N. Y. & Sharon Can. Co., 4 Pai. Ch. R. (N. Y.) 127; Ang. & A. Corp. 292); nor has the president or cashier of a bank power ex officio to transfer or mortgage the property or general assets of the corporation, or to charge such assets with any special responsibility, nor to discharge its debtors from their engagements, (Hodge v. First Nat. Bk., 22 Grat. 58, 61; Bk. of U. S. v. Dunn, 6 Pet. 51; U. S. v. City Bk., 21 How. 356). When the charter allows the capital stock of a corporation to be increased at the pleasure of the corporation, the directors are not empowered to do it, notwithstanding the charter vests in them "all the corporate powers of the corporation;" for that phrase relates only to the ordinary business of the body, not to organic changes. (R'lway Co. v. Allerton, 18 Wal. 233, 234–5.)

On the other hand, the president of a railroad company has ex officio power to contract for labor for the company, in the absence of any contrary provision in the charter or by-laws. (Richm. Fred. & Pot. R. R. Co. v. Snead & al, 19 Grat. 354.)

The authority ex officio of the cashier of a bank is not fully defined. See Fleckner v. Bank of U. S., 8 Wheat. 338, 360-'61; Ang. & A. Corp. 294-'5, 297; Morse on Banks, &c., 137.

In respect to the extent of the power of boards of bankdirectors, which is very comprehensive, see Bank of U. S. v. Dana, 6 Pet. 51; Bank of Metrop's v. Jones, 8 Pet. 16; Fleckner v. U. S. Bank, 8 Wheat. 338, 355; Ang. & A. Corp. 293-'4.)

Notice to an agent, or to one of several co-agents, whilst engaged in the transactions of the agency, is notice to the corporation, but not if the notice were received whilst not so engaged. And when notice is thus brought home to the principal, it affects the corporation continuously, although its affairs afterwards fall into the hands of different persons wholly unacquainted with the fact in question. (Mech. Bank v. Seton, 1 Pet. 299; Ang. & A. Corp. 300, 301; Richmond Enquirer Co. v. Robinson &

als, 24 Grat. 553-4.) So a corporation must abide the consequences of its agent's negligence, and therefore, if by reason of the default and neglect of such agent, it fails to avail itself of a defence at law, which it might have successfully asserted, it is not competent to a court of equity to relieve against the judgment thus obtained. (Earl of Oxford's Case, 2 Wh. & Tud. L. C. (Pt. II) 75, & seq., 97, & seq.; Mar. Ins. Co. v. Hodgson, 7 Cr. 332; Slack v. Wood, 9 Grat. 40; Richmond Enq. Co. v. Robinson & als, 24 Grat. 552, &c.)

In respect to the effect of an official bond, given by the officer of a corporation, and the extent of the obligation, see Minor v. Mech. Bank, 1 Pet. 46; Allison v. Farmers Bank, 6 Rand. 204; McGill & al v. U. S. Bank, 12 Wheat. 511; U. S. v. Kirkpatrick, 9 Wheat. 720; S. Saviors v. Bostock, 2 Bos. & Pul. N. R. 174; Hassell v. Long, 2 M. & S. 363; Peppin v. Cooper, 2 B. & Ald. (4* E. C. L.) 431; Ang. & A. Corp. 312 to 320.)

4. Power to Take, Hold, Transmit in Succession, and Alienate Property, as natural Persons may.

It is incident to every corporation-aggregate, at common law, to take, hold, transmit in succession, and to alienate property, real and personal; and this power constitutes one great element of the convenience and usefulness of these bodies politic (1 Bl. Com. 468); but experience having manifested the mischief which might ensue if the liberty of acquiring lands, by corporations, were unrestricted, the common law itself, imitating therein the Roman law, did not permit them to become purchasers of lands indefinitely, but only by the royal license. This jealousy was especially directed towards religious corporations, whose powerful influence over the consciences of men, particularly on their death beds, easily prevailed upon them to purchase a supposed immunity for sin, by benefactions to the church. Accordingly, the common law being frequently evaded, a series of statutes in England, known as the Statutes of Mortmain, commencing with Magna Charta (9 Hen. III, c. 36,—A. D. 1225), and reaching down even to 27 Vict. c. 13, (A. D. 1864), forbade, first, religious houses, and then any religious person (i. e., monk-professed or other ecclesiastic), and any corporation to purchase or hold lands by any device whatsoever, without license from the Crown, under penalty of for feiting them to the king. Singularly ingenious and artful were the means employed by the ecclesiastics to evade these statutes; but as often as they succeeded, parliament promptly supplied the defect; and although the contest was a long one,-being kept up with vigor by the churchmen

until A. D. 1392,-it terminated at length in the triumphant maintenance of the Mortmain policy through the statutes (after 9 Hen. III) of 7 Edw. I, c. 2 (A. D. 1279); 13 Edw. I, c. 32 (A. D. 1285); and 15 Ric. II, c. 5 (A. D. 1370). See 1 Bl. Com. 479; Bac. Abr. Charitable Uses (A); Wms. Real Prop. 66, & seq.; 2 Inst. Com. & Stat. Law, c. xviii.

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In Virginia we have a corresponding and hardly less rigorous restriction upon corporations in respect to lands, it being enacted (V. C. 1873, c. 56 § 2,) that "no incorporated company shall hold any more real estate than is proper for the purposes for which it is incorporated." It is further declared that "no company shall employ its capital, money, or effects, or otherwise engage in transactions or business not proper for those porposes; and that one company shall not subscribe to the stock of another, unless it be specially allowed by law;" yet not so as to "prevent a company from receiving stocks or other property in satisfaction of any judgment, order, or decree, or as collateral security for, or in payment of, any debt, or from purchasing stocks or other property at any sale made for its benefit. (V. C. 1873, c. 56, § 3.) And as the Statute of Wills with us (V. C. 1873, c. 118, § 2,) imposes no restrictions applicable to corporations, they may take by devise or bequest, subject to the foregoing qualifications, like natural persons.

Unfortunately our statute does not expressly declare, as the English Statutes of Mortmain do, what shall be the consequences of a corporation's acquiring more lands than it is permitted to hold. The better opinion, upon principle, seems to be that as the corporation grantee cannot hold the surplus contrary to law, and as the grantor cannot have it back against his deed, it must be forfeited to the Commonwealth, as where an alien illegally purchases lands. (V. C. 1873, c. 109, § 3; 2 Insts Com. & Stat. Law, c. xviii.) But see 1 Lom. Dig. 13, 14; Banks v. Poiteaux, 3 Rand. 142; Riv. Nav. Co. v. Dawsons, 3 Grat. 23, and cases cited.

If the English statutes of Mortmain were ever in force in Virginia (which may be doubted, seeing that they are said to be political in their character, and therefore local to England-Atto. Gen. v. Stewart, 2 Meriv. 143), they were at all events repealed by the act of 1789 (13 Hen. Stats. 23-4), which repealed all British statutes not re-enacted.

With the qualifications created by the statutes above cited (V. C. 1873, c. 56, § 2, 3), or by its charter, a corporation aggregate may acquire and hold property of any kind, without any other limitation. Thus, a bequest to a corporation of its own stock is valid (Riv. Nav. Co. v. Dawson, 3 Grat. 20); and in order to guard against abuse it is provided (V. C. 1873, c. 56, § 3,) that while a com