Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/191

 -etv : AK / PART n.] ACTS WITHIN THE CORPORATE POWERS. [§ 201. ors of a railroad company have no authority, by virtue of their positions, to employ a physician at the expense of the company for a brakeman injured by its cars. 1 Nor has a ticket agent at a way station authority to modify the terms of a through _ ticket. 2 No r_ is a railroad company li able for a dvances made x/fc*^ by a _commission merchant o n the faith of a bill o f lading ^rt&S »■ fraudulently signed by one of its station agents, when the goods, described i n the bill had not been received at the station for tfty ' transportation ; for every one must be held to know that a g> station agent has no power to give bills of lading for goods not ~je>/- received bv him, and must ascertain whether the goods have in A, * ^ fact been shipped. 3 Proof that a person was the general agent .^ of a corporation in charge of its business at a certain place, shows no authority in him to execute a bill or note on behalf $ x ^ ' of the corporation. 4 A "general agent " has no implied au- ' ^ Si thority to transfer the real estate° of the corporation ; 5 nor has a general superintendent and manager. 6 A secretary of a min- ing company has no authority, ex officio, to assign a note be- longing to the company; 7 nor the secretary of an insurance company to sign a draft on its behalf. 8 And officers of a bank 1 Tucker v. St. Louis, K. C. aud N. Ry. Co., 54 Mo. 177. But see Terre Haute & I. R. R. Co. v. McMurray, 93 Ind. 358. But a division superin- tendent has. Ante, § 193, note. 2 McClure v. Philadelphia, etc., R. R. Co., 34 Md. 532. 3 Friedlander v. Texas, etc., Ry. Co., 130 U. S. 416 ; Balto. and Ohio R. R. Co. ». Wilkens, 44 Md. 11. Compare § 193, note. 4 Atkinson v. St. Croix M'f'g Co., 24 Me. 171; New York Iron Mine v. First Nat. Bank, 39 Mich. 644; see Benedict v. Lansing, 5 Denio, 283. 5 Stow v. Wyse, 7 Conn. 214. In Thayer v. Nehalem Mill Co., 31 Or. 437, it was held that a " general agent " might execute a mortgage of the corporate property, when he is given general power to manage the business and is far from the place where the directors are, and com- munication is difficult. 6 Standifer u. Swann, 78 Ala. 88. 7 Blood b. Marcuse, 38 Cal. 590. See Read v. Buffum, 79 Cal. 77. Au- V thority in a secretary to renew notes does not impliedly authorize hi renewing a note made by two pe to release one of them. Moshannon ^ « Land Co. v. Sloan, 109 Pa. St. 532. ^i J 1 8 First Nat. Bk. v. Hogan, 47 Mo. t> * J 472. Nor has a secretary authority * ^fi 1 to sign a due-bill. Gregory v. Lamb,V. T^Q^ 16 Neb. 205. Compare, generally, * Fay v. Noble Enquirer Co (Va.)584. The secretary of a life $. j insurance company has power to ^ yO waive prompt payment of premiums. ' J * «' Hastings v. Brooklyn Life Ins. Co., 138 N. Y. 473. As to a treasurer's authority, see § 193, note. 171 k" i, 12 Cush. 1; RiehmoncL KK . v. Robinson, 24 Graft. }^ K ^