Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/217

 PART II.] ACTS WITHIN THE CORPORATE POWERS. [§ 234. ration could not be delegated to an agent. 1 But this view is not borne out by the authorities. 2 Directors may undoubtedly appoint subordinate officers, and empower them to do all acts which properly come within the scope of their respective offices. 3 Such appointments, however, are rather an exercise than a delegation of their powers by di- rectors ; for clearly it was not intended that the board of direct- ors should perform the duties of subordinate officers. Directors may also regulate the authority of whatever officers they have the power to appoint. Accordingly, they may authorize the president, or president and cashier, or the general agent, to borrow money and draw and indorse negotiable paper in the name of the corporation ; 4 or may authorize a treasurer to assign mortgages belonging to the corporation. 5 § 234. Powers involving a wide discretion — wider than should be vested in any single officer or subordinate ^ , •J o Delegation agent — may be delegated by directors to a committee of powers of their own number, especially when the member- board to a ship of the board is large. In New York it is held comnu ee - that a board of twenty-three directors may delegate to a " quo- rum" of any live of their number authority to transact all ordinary business. Likewise, a board may delegate to a com- i Gillis v. Bailey, 21 N. H. 149; see Tippets v. Walker, 4 Mass. 595. 2 See Burrill v. Nahant Bank, 2 Mete. (Mass.) 163; Iloyt v. Thomp- son's Ex'r, 19 N. Y. 207; Wood v. Wiley Cons'n Co., 56 Conn. 87; Mercer County Ins. Co. v. Stranalian, 104 Pa. St. 246; Metropolitan Tel. Co. v. Domestic Tel. Co., 44 1ST. J. Eq. 568, 571. 8 Kitchen v. Cape Girardeau, etc., R. R. Co., 59 Mo. 514. Unless, to be sure, the power of appointment re- mains with the body corporate. Di- rectors usually receive express au- thority to appoint the higher officers, as, e. g., the cashier. See Fleckner v. Bank of the U. S., 8 Wheat. 338, 356. & R. 256; Spear v. Ladd, 11 Mass. 94; Northampton Bank v. Pepoon, 11 Mass. 288; Fleckner v. Bank of the IT. S., 8 Wheat. 338, 356; Preston v. Missouri, etc., Lead Co., 51 Mo. 43; see Merrick v. Bank of the Metropolis, 8 Gill (Md.), 59; Bank Commission- ers v. Bank of Buffalo. 6 Paige, 497; Manchester and Lawrence R. R Co. v. Fisk, 33 N. H. 297. 5 Commonwealth v. Reading Sav- ings Bank, 137 Mass. 431. 6 Hoyt b. Thompson's Ex'r, 19 N. T. 207; see §223. See Leavitt p. Oxford, etc., M. Co., 3 Utah, 205. But it has also been held that the au- thority possessed by a portion of the directors to do " ordinary business," did not authorize them to compro- mise a large debt due the corporation. Kirk ». Bell, 16 Q. B. 290. 197
 * Ridgway v. Farmers' Bank, 12 S.