giving this as the chief implied authority that a bank president really has, among the few implied functions ascribed to him.' 123 Generally, the president of a corporation may employ counsel, and the latter can bind the corporation by their actions in the case, within the ordinary powers of counsel, and this, too, even though the circumstances show that the president acted so improperly, in employing the counsel, that he might properly be held responsible for breach of trust in so doing."" Authority to employ counsel is implied in the president of a private corporation, where he has previously been the corporation's attorney and has general charge of its business.125 126 The president of a corporation has no authority to confess a judgment against the corporation, or to make a power of attorney to confess such a judgment.' But, as consistent with this doctrine, it is held that, where the president of a corporation has authority to execute a contract for property purchased by the corporation, wherein it is provided that a power of attorney to confess judgment on a note given may be made, the president can execute such power of attorney." 31. 127 Compensation. - The president of a corporation is a salaried officer, and, generally, his salary is fixed by the board of directors; 12 the compensation is intended for his services as the chief executive, or, as sometimes termed, the managing director, where he gives his entire time to the service of the corporation. For any services rendered by the president outside of his official duties, he cannot claim compensation unless, as explained in the case of directors, the compensation have been previously fixed." 129 123 117 Ill. 67 (1886); Morse B. & B., pp. 128, 144. 124 Am. & Eng. Encyc. Law (1st Ed.), Vol. 17, p. 131, citing 15 Am. & Eng. Corp. Cas. 649 (1884); 38 Am. Dec. 561, 564 (1842). 125 117 Ill. 67 (1886). 130 126 46 N. J. Law 237 (1884); see Thomp. Corp., Vol. 4, Sec. 4,630. 127 Thomp. Corp., Vol. 4. Sec. 4,630, citing 131 III. 273 (1890). 128 66 Cal. 398 (1885); 6 Allen (Mass.) 207 129 Thomp. Corp., Sec. 4,683, VICE-PRESIDENT, SECRETARY, TREASURER 32. The vice-president of a corporation is the official upon whom the duties of the president devolve when the latter is absent, has died, is unable to act, or when the office of president is vacant. In some corporations, railroad companies in particular, where there are frequently more than one vice-president, each is assigned to the head of a department, or branch of the business, with various duties. The by-laws, as a general rule, govern the duties and powers of the vice-president. 33. The secretary is the keeper of the records, custodian of the corporate seal, and the chief executive clerk of the corporation. Besides, he is "the agent through whom the corporation communicates to the public knowledge of its acts, and, hence, his official statements of such acts, when accepted and acted upon by third parties in good faith, are binding upon the corporation. Thus, the secretary of an insurance company is the proper officer to inform the assignee of a policy that the same has been canceled for non-payment of premiums," such notice being afterwards binding on the company. 131 There is no power in the company's secretary, in the absence of delegated authority, to bind the corporation. Without authority from the charter or by-laws or the act of incorporation, he cannot, for example, release from liability the maker of a note to the corporation; and such authority cannot be implied from the fact that the secretary had power to renew notes.' Nor has the secretary prima facie authority to confess judgment against the corporation.' 132 133 34. The treasurer is the official whose principal duties are the custody and disbursement of the funds of the corporation, under the supervision of the directors, who cannot lawfully deprive the corporation of the benefit of this 131 Thomp. Corp., Vol. 4, Sec. 4,696, cit ing 76 Pa. 138 (1874). 132 109 Pa. 532 (1885). 1332 W. N. Cas. (Pa.) 440 (1876). responsibility by depositing the funds with others for safe keeping, or causing such disposition of the funds to be made." 134 From the nature of his office, it is one of the official duties of the treasurer to receive and account for the money; and his sureties on his official bond, conditioned that he shall perform his duties agreeably to the regulations, requirements, and restrictions of the charter, are responsible for the money which may come into his hands as treasurer. 136 135 Ordinarily, the treasurer has no ex officio powers; in fact, he has no powers except those expressly conferred upon him by the charter and by-laws, or by the directors, or those which are tacitly given him by the directors. Where the corporation has power to borrow money, the treasurer may accept a bill of exchange; and he has implied power to make a promissory note when such is within the scope of the usual powers of corporations like the one he serves.' 137 Where the treasurer, acting within his authority, executes a note, and, by acts within the scope of his authority as treasurer, obtains the proceeds and appropriates them to his own use, the corporation is liable on the note to a holder not chargeable with the treasurer's fund.' 138 There is no power in the treasurer of a corporation to execute a power of attorney to confess judgment against the corporation, except the authority be given by the directors, or other duly authorized officers, or the stockholders.139 OTHER CORPORATE AGENTS 35. Among the other officials of corporations not included in those whose duties and powers have been explained, are comprised many who answer to the terms superintendent, assistant superintendent, attorneys, and counselors. There are, besides, chiefs or heads of various departments, 134 Am. & Eng. Encyc. Law (1st Ed.), Vol. 17, p. 132, citing 36 Me. 414 (1853); 55 N. H. 215 (1875). 135 17 Ohio 330 (1848). 1361 W. N. Cas. (Pa.) 7 (1875). 137 151 Mass. 74 (1890). 138 P. & L. Dig. Dec. (Pa.), Vol. 3, p. and their subordinates, and, in railroad companies, station and other agents, conductors, and so on to a number almost indefinite. It is not within the scope of this Course to specify the duties and powers of each of these. They vary according to the business of the corporation which they serve, and to attempt even a brief explanation of the sphere in which each employs his time and services would take us beyond our purpose and only serve to amplify our instruction, and not elucidate its particular features. However, it is stated, generally, that the powers of all officers and agents of corporations, like those of natural persons, are limited to their authority, which depends upon the terms of their appointment and the provisions of the corporation's charter. No agent of a corporation, and all are agents, be they officers or classed in another category, can have authority to do any act that is in excess of the company's chartered powers, or in violation of law. The power conferred upon officers and agents of corporations is a statutory one and must be exercised within the exact limits prescribed by law.'° 140 140 Am. & Eng. Encyc. Law (1st Ed.). Vol 17, p. 138. citing 100 Mass. 26 (1868); 83 N. Y. 480 (1881); 6 Allen (Mass.) 588 (1863). THE LAW OF CORPORATIONS (PART 3) POWERS AND INCIDENTS GENERAL POWERS 1. All corporations, of whatever kind, are molded and controlled, both as to what they may do and the manner in which they may do it, by their charters or acts of incorporation. Conceding the rule applicable to all statutes, that what is fairly implied is as much granted as what is expressed, it remains that the charter of a corporation is the measure of its powers, and that the enumeration of these powers implies the exclusion of others. In other words, a corporation created by statute can exercise no powers and has no rights, except such as are expressly given or necessarily implied.' The foregoing is the statement of the rule in the United States, and it does not differ in any material sense from the rule in England, except in the manner of statement. In an English case, it is declared that "practically it makes very little difference whether we say that the . . . company has no authority given it by its incorporation to enter into contracts as to matters not connected with its corporate duties, or that it is impliedly prohibited from so doing, because, by necessary inference, the legislature must be considered to have intended that no such contracts should be entered into." 1 Bouv. Law Dict. 2 101 U. S. 71 (1880). 396 U. S. 388 (1878). 46 H. L. C. 113 (1857), by Lord Cranworth. For notice of copyright, see page immediately following the title page |