Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/107

 CHAP. VII.] LEGAL EFFECT OF CORPORATE ACTS. [§ 114. agree, under the express sanction of the state, that the corpo- rate enterprise shall be organized and managed in a certain man- ner, and that the highest authority in regard to the corporate affairs shall be vested in certain persons. These persons usually are a majority JLof the corporators themselves, and the way in which they ordinarily act is by a vote in a duly summoned meet- ing of the bodyjcorporate. This majority elect directors, whose authority when elected to represent the corporation is either derived directly from the constitution, or is bestowed by the vote of the majority of shareholders. In the original contract, or in the constitution in which it is embodied, the object of in- corporation and the means of attaining it are specified ; and t^fe specificalRRr indicates the^xtent of discretion and powex. competently 2 conferred by all the corporators acting as indi- viduals, on themselves as a body corporate, or on the board of directors. The corporate powers, then, are the powers of the corpora- tion or body corporate to act as such ; and 'are to be deduced from the object'of incorporation and the means of attaining it authorized by^the constitution of the corporation. 3 Conse- not themselves be shareholders. See, e. fir., the New Yotk General Corpo- ration Law, Laws, 1892, ch. 687, § 4. " Corporators," in, this hitter sense, acting in pursuance of some enabling act, decide on the "object of incorpo- ration, and start the corporation. Shareholders, Wto are not of their number, by taking shares in the stock of the corporation,. assent to the acts of the corporator^. The gist of the matter lies herein: that whether or .not the main body of shareholders take part in organising the corpora- those holding a majority of shares; which will be intended hereafter when a "majority of shareholders" is spoken of. 2 I. e., with the sanction of law. 3 The purposes of incorporation are always important in determining the scope of the corporate powers. Thus a corporation may purchase an inven- tion tending to facilitate the purposes of its incorporation as indicated by the corporate name. Dorsey Har- vester Rake Co. v. Marsh, 6 Fish Pat. Cas. 387. Again, it may be properly tion^they ratify its_ organization by._within the powers of a corporation becoming shareholders; and agree to be bound by the provisions of the certificate of incorporation and by those of the enabling act in pursuance of which the certificate is executed anjlrfiled. 1 1, e., a majority "in interest;" running an iron furnace, to have a supply store. Searight v. Payne, 6 Lea ( Tenn. ), 283. And a corporation may employ an agent to perform ser- vices consonant to its general design, without any specific autbority to do so. Kitchen v.* Cape Girardeau, etc., 87