Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/220

 § 236.] THE LAW OF I'KIVATK CORPORATIONS. [CHAP. Vlt. poration. 1 An agreement, moreover, by the president and cashier of a bank, that the indorser of a promissory note shall not be liable to the bank on his indorsement, is invalid. 2 In- deed, in a case where a respected court held a president incom- petent to authorize a director to sell bonds of the corporation, the learned judge giving the opinion said : " In the absence of anything in the act of incorporation bestowing special power on the president, he has from his mere official station no more control over the corporate property and funds than any other director. The affairs of corporate bodies are within the exclu- sive control of their boards of directors, from whom authority to dispose of their assets must be derived." 3 1 Koeliler v. Black River Falls Iron Co., 2 Black. 715; Hoyt v. Thompson, 5 N. Y. 320. 2 Bank of the United States v. Dunn, 6 Pet. 51; Bauk of the Metro- polis y. Jones, 8 Pet. 12; First Nat. Bk. v. Tisdale, 18 Hun, 151. See United States v. City Bauk, 21 How. 356; Hodge ». First Nat. Bk., 22 Gratt. 51. Compare Booth v. Farm- ers and Mechanics' Nat. Bk., 50 N. Y. 390; First Nat. Bk. v. Kimherlands, 16 W. Va. 555. One who is presi- dent and general manager of an in- surance company has no authority to hind it by an accommodation in- dorsement. Aetna Nat. Bk. v. Insur- ance Co., 50 Conn. 167; Dobson v. Moore, 164 111. 110; or by an accom- modation acceptance of a draft. National Bank v. Knitting Works, 68 Mich. 620. A president and treas- urer of a savings hank has no implied power to purchase building mate- rials. Slattery v. North End Savings Bank, 175 Mass. 380. 3 Titus o. Cairo and Fulton R. R. Co., 37 N. J. L. 98, 102, per Van Syckel, J. Ace. Wickersham v. Crit- tenden, 93 Cal. 17, 30; Lyndon Mill Co. v. Lyndon Ins'n, 63 Vt. 581. See Fulton Bank v. New York Sharon Coal Co., 4 Paige, 127, 134; Brush Elec. L. & P. Co. v. Montgomery, 200 114 Ala. 433; Des Moines M. & S. Co. v. Tilford M. Co., 9 S. Dak. 542; and Walworth County Bank v. Farmers' Loan and Trust Co., 14 Wis. 325, where it was held that a president could not give a valid bill of sale for railroad ties in payment of an ante- cedent debt of his corporation. See, also, LTnion Gold Mining Co. i Rocky Mountain Nat. Bank, 2 Col. 565. The affairs of the bank being by statute placed in hands of directors, the president and cashier have not power together, virtute officii, to sell the safe of a bank for an antecedent debt. Asher v. Sutton, 31 Kan. 286. The president of a corporation or- ganized under the New York Act of 1848 cannot bind it by the purchase of goods required in its business, when a resolution forbidding such acts appears on the corporate books, although the seller had no notice of it. There was no regular course of business in the corporation to the contrary, by which the president had habitually made such purchases. Westerfield v. Radde, 7 Daly, 326. A president of a railroad company has no authority to consent that a (municipal) subscription absolute on its face shall become conditional. Morgan County v. Thomas, 76 111. 120.