Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/218

 § 236.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VII. raittee of their own number authority to alienate or mortgage real estate of the corporation, 1 or to transfer its personal prop- erty. 2 The power to do certain acts, however, the board of directors cannot delegate, even to a committee of their own number. They cannot delegate authority to allot shares, 3 to make calls, 4 to declare dividends, 5 or to order a sale of shares for the nonpayment of assessments. 6 § 235. It may be added that the power of agents, appointed Authority by the board of directors, to act for the corporation, doefno* 8 1S n °t terminated by the expiration of the authority expire -with f the directors appointing them. 7 directors § 236. To lay down any general rule, sufficiently point them, definite to be of practical value, as to the powers of presidents of corporations is well nigh impossible. Virtute officii a president has very little authority to act for his corporation, and can bind it only by such contracts as plainly come within its most ordinary routine busi- ness. 8 Thus, it is held that a president without special author- Authority of a presi- dent. 1 Burrill v. Nahant Bauk, 2 Mete. (Mass.) 163; Augusta Bauk v. H am- ble t, 35 Me. 491; Taylor v. Agricul- tural, etc., Ass'n, 68 Ala. 229; Hoyt v. Thompson's Ex'r, supra. 2 Mitchell v. Deeds, 49 111. 418 ; compare Palmer v. Yates, 3 Sandf. (N. Y.)137. 8 In re Leeds Banking Co., How- ard's Case, 36 L. J. Eq. 42; S. C, L. R. 1 Ch. 561; In re County Pala- tine Loan, etc., Co., Cartmell's Case, 43 L. J. Eq. 588; compare Crocker v. Crane, 21 Wend. 211. But au- thority to delegate this power to a committee of their own number may be given in the corporate constitution. Harris's Case, L. R. 7 Ch. 587. 4 Silver Hook Road v. Greene, 12 R. I. 164; Farmers' Mutual Ins. Co. v. Chase, 56 N. H. 341 (in both the cases the delegation was to the treas- urer); compare Read v. Memphis Gayoso Gas Co., 9 Heisk. (Tenn. ) 545. 5 This power is especially confided 198 to the discretion of the board; see §562. 6 York and Cumberland R. R. Co. v. Ritchie, 40 Me. 425. 7 Anderson v. Langdon, 1 Wheat. 85; Northampton Bk. v. Pepoon, 11 Mass. 288, 294 ; Dedham Bank v. Checkering, 3 Pick. 335; Union Bank v. Rklgely, 1 Har. & G. (Md.) 324, 431-2. In regard to the authority of direct- ors to release shareholders from their subscriptions, see §§ 549-551, 745, 746, 780. 8 First Nat. Bk. v. Hoch, 89 Pa. St. 324; Blen v. Bear River, etc., Water Co., 20 Cal. 602; Risley o. Indian- apolis, etc., R. R. Co., 1 Hun, 202; Templin r. Chicago, etc., Ry. Co., 73 Iowa, 548; Griffith v. Chicago, etc., Ry. Co., 74 Iowa, 85; Nat. State Bk. v. Vigo Bk., 141 Ind. 352. See Crump ». U. S. Mining Co., 7 Gratt. 352; Dawes b. North River Ins. Co., 7 Cow. 462; Hodges v. Rutland, etc., R. R. Co., 29 Vt. 220; Calteaux v.