Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/199

 PART II.] ACTS WITHIN THE CORPORATE POWERS. [§ 210. agents, or knowledge on their part, regarding matters within the scope of their authority or the range of their ordinary occupations, received or possessed while transacting corporate business, will be the knowledge of or notice to the corporation. 1 But, on the other hand, the admissions or statements of cor- porate agents regarding matters beyond their authority to act for the corporation, 2 or matters in which they are not acting on would an individual principal. Rail- road Co. v. Schutte, 103 U. S. 118; Little Rock & N. R. R. Co. v. Little Rock, etc., R. R. Co., 36 Ark. 663. i Keith v. Globe Ins. Co., 52 111. 518; Pont-Chartrain R. R. Co. v. Heirn, 2 La. Ann. 129; Pittsburgh, etc., R. R. Co. v. Ruby, 38 Ind. 294; Egerton v. Fulton Nat. Bk., 43 How. Pr. (N. Y.) 216; Ex parte Stewart, 11 Jur. N. S. 25; Lovell v. St. Louis Mutual Life Ins. Co., Ill TJ. S. 204; New York & N. E. R. R. Co. v. New York, etc., R. R. Co., 52 Conn. 274, 280; Cragie v. Hadley, 99 N. Y. 131; Loring ». Biodie, 134 Mass. 453; Hunts ville, etc., Ry. Co. v. Corpening 97 Ala. 681 ; Granite Co. v. Mulliken, 66 Vt. 465; Sherry v. Wakefield In- stitute, 21 R. I. 162; Harris v. Am. B. & L. Ass'u, 122 Ala. 545; Central of Ga. Ry. Co. v. Joseph, 125 Ala. 313. See, Morris v. Ga. L. S. & B. Co., 109 Ga. 12; Fouche v. Merchants Nat. B'b, 110 Ga. 827; State ex inf. Crow v. Firemen's Fund Ins. Co., 152 Mo. 1. Notice of the dangerous condition of the mines to the super- intendent is notice to the mining company. Quincy Coal Co. v. Hood, 77 111. 68. Knowledge of the presi- dent of a bank received or possessed while discounting a note on its be- half, is the knowledge of the bank; and his accidental absence at any particular time is no legal excuse to the bank for its failure to act on such knowledge. Central National Bank v. Levin, 6 Mo. App. 543. No- tice to a board of directors is notice to the bank, and no subsequent change of directors can require a new notice. Mechanics' Bank v. Seton, 1 Pet. 299. If notice is given to a director officially, to the end that it may be communicated to the board, the corporation is affected with notice, although the director does not communicate it to the board. Boyd v. Chesapeake and Ohio Canal Co., 17 Md. 195. Compare National Security Bank v. Cushman, 121 Mass. 490, and the cases in the following notes. Knowledge of an officer of a corporation acquired long prior to the formation of the corporation and not present to his mind at the time of a transaction will not bind the corporation. Red River V. L. & I. Co. v. Smith, 7 N. Dak. 236. 2 Bishop v. Globe Co., 135 Mass. 132; Commonwealth v. Reading Sav- ings Bank, 137 Mass. 431, 444; Tripp v. New Metallic Packing Co., 137 Mass. 499; Johnston v. Elizabeth Building Ass'n, 104 Pa. St. 394. That an individual is a director, and a member of the discount board of a bank, will not, in the absence of special authority to act as its agent in a particular transaction regarding the renewal of a note, authorize him to make admissions or statements concerning such transaction which will be binding on the corporation. East River Bk. v. Hoyt, 41 Barb. 441 ; ace. Florida Midland R. R. Co. v. Varnedoe, 81 Ga. 176. The treas- 179