Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/192

 § 202.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VII. have no authority to waive service of a petition tiled by the at- torney-general to forfeit its franchises. 1 § 202. It is important to bear in mind that the authority Authority °f an officer, as indicated by his office, does not de- depfnds on P en( ^ so mu ch on his title or the theoretical nature of his actual hj s office, as on the duties he is in the habit of per- functions, . ■ • ,«. ratiierthau forming/ Accordingly, the general managing oin- name of his cer of a corporation, be he styled " president," " su- offlce. perintendent," or "agent," from the circumstance that he has general charge of the business, will possess exten- sive powers that might not be possessed b} r an officer of another company holding the same title. 3 Thus, where compromises of debts are matters of common occurrence with a certain bank, a court will presume, in the absence of affirmative proof to the contrary, that the cashier and the president, who are its active managers,~have power together to compro- mise a claim. 1 So the officers managing the affairs of a corpo- ration have authority, without a formal vote of the board of directors, to employ counsel. 5 And it has been held that a general managing agent, in whose charge were placed the affairs of a corporation, might, without authority from the directors, assign choses in action belonging to the corporation in payment of its debt. 6 A mining superintendent, however, is held to have no implied authority to borrow money; 7 nor 1 State v. Citizens 1 Savings Bk., 31 La. Ann. 83G. 2 Stokes v. New Jersey Pottery Co., 46 N. J. L. 237; Chicago, T. & T. Co. v. Bank, 176 Wis. 224. The trustees of a newspaper corporation are pre- sumed to know the extent of the power usually exercised by its man- aging editor. Sun Pr. & Pub. Assn. ». Moore, 183 U. S. G42. See Nich- olson v. Randall Banking Co., 130 Cal. 533. 3 See Spangler v. Butterfield, 6 Col. 356, 363. 4 Chemical Nat. Bk. v. Kohner, 85 N. Y. 189. 6 Western Bank v. Gilstrap, 45 Mo. 419; Southgate v. Atlantic and Pac. 172 R. R. Co., 61 Mo. 89; Frost v. Do- mestic Sewing Machine Co., 133 Mass. 563. See Holmes v. Board of Trade, 81 Mo. 137. But subordinate officers and agents have not implied authority to employ counsel. Mau- pin v. Virginia Lead MTg Co., 78 Mo. 24. G McKiernan v. Lenzen, 56 Cal. 61. 7 Union Gold Mining Co. v. Rocky Mt. Nat. Bk., 2 Col. 565 ; compare Same r. Same, 1 Col. 531; Consoli- dated Gregory Co. v. Raber, 1 Col. 511. A railroad superintendent has power to conduct ordinary business transactions, e. g., accept cord-wood, Sacalaris v. Eureka, etc., R. R. Co., 18 Nev. 155, or offer a reward for the