Page:Federal Reporter, 1st Series, Volume 2.djvu/839

 833 FEDERAL EBPOETER. �the liabîlity of the trustees upon their disclosure. The defend- ant, by its treasurer, became indoraer upon two notes made by other railroad companies, forming a Connecting and contin- uous Une with the defendant's road, for the purpose of rais- ing money for those companies to enable them to complete a email portion of the line, and to carry out a consolidation arrangement between them. The defendant is a corporation of the state of Maine, and the incurring such liability is brought directly within the scope of its corporate powers by chapter 591 of the acts of the legislature of that state for 1868, and an amendment thereto passed in 1875. The direct- ors of the defendant voted that the treasurer should be au- thorized to indorse Buch notes, provided that Horace Fair- banks should agree that the portion of the line to be built should be completed before the first note should fall due, and to save the defendant harmless if it was not so completed. Severe siokness of Pairbanks stood in the way of obtaining Buch agreement from him seasonably, and it was waived by the officers of the defendant on other assurances, and notes were indorsed by the treasurer and discounted by the plain- tiff. The piece of road was completed before the first note fell due. The notes were not paid when due, and these two notes were afterwards made and indorsed in renewal of them. The plaintiff knew ail the facts connected with the indorse- ments. By the provisions of the by-laws of the defendant the treasurer had not authority to indorse these notes with- out the approval of the directors; and it is contended, in behalf of the defendant, that as the directors only authorized the indorsement of these notes provided Fairbanks should give the guaranty, there was no authority, and the indorse- ments could not be binding without the guaranty. The prin- cipal question as to the liability of the defendant arises upon this claim. �The law of the defendant's existence did not require any such guaranty in order to create such liability. The directors were in no wise compelled to require it. They could require it or not, and if they did require it could waive it. It was waived, and must have been waived by them. The indorse- ����