Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/158

 § 167.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VII. edge or implied notice essential, §§ 214-216. Lapse of time no ratification, §217. Authority of special classes of cor- porate agents, § 218. Powers of the board of directors, §219. Statement of general rule, § 220. Statement of first general limitation, §221. Statement of second general limita- tion, § 222. Scope of the general rule, §§ 223, 224. Power of directors to borrow, § 225. First general limitation, §§226-230. Second general limitation, § 231. Qualification to it, §232. Delegation of authority by directors, § 233. Delegation of powers by the board to a committee, § 234. Authority of agents does not expire with that of the directors who ap- point them, § 235. Authority of a president, § 236. Enlarged by custom, §§ 237, 238. Authority of a cashier, §§239, 240. Cashier's powers restricted to the transaction of ordinary business, §241. Certification of checks, §§242, 243. Certifications by teller. Accommo- dation certifications, § 244. Effect of a certification. " Raised checks," §§ 245, 246. Validity of the acts of corporate agents as dependent on formali- ties, § 247. Use of corporate seal, § 248. Implied contracts, § 249. Non-observance of prescribed form- alities, § 250. Formalities imperative or directory, §251. Approval by other officers, § 252. When contracting party has notice of the formalities required, §§253, 254. When corporate agent and contract- ing party do not stand on equal terms, § 255. Ratification, § 256. Party contracting with corporate agent cannot plead non-observance of formalities by the latter. Sure- ties on official bonds, § 257. Formalities to be observed by di- rectors. They should act as a board, § 258. Exceptions, § 259. Directors 1 meetings. Quorums, §260. Presumptions, § 261. Special provisions, § 262. Rules of evidence applicable to cor- porations. Corporate books, § 263. § 167. When a corpora- tion is not liable for loss occur- ring by reason of its acts. So long as a corporation neglects no duty which it owes the public, acts within the scope of its compe- tently conferred powers, and in so acting uses due care not to injure others, it will not be liable for the in- convenience or even damage which its actions may cause, provided they do not constitute a taking of pri- vate property. 1 This proposition requires elucidation. 2 1 Hudson River Tel. Co. v. Water- vliet Turnpike, etc., Co., 135 N. Y. 393. This case held that a railway company which adopted the trolley 2 It is well to remember that grants I against the grantee, and in favor of of special franchises and privileges i the public. Turnpike Co. v. Illinois, are always to be construed strictly I 96 U. S. 63. See ante, § 122. 138