Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/222

 238.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VII. corporate business, authorizes him to purchase materials to be used in its business, and to borrow money for the corporation, giving its note for the loan. 1 Indeed, the custom of investing presidents with extensive powers is so general as to have ob- tained judicial recognition in at least one state, Illinois, where the following language was used by the judge giving the opinion of the court in Smith v. Smith : a "In absence of legislative enactment or provision made in the by-laws, corporations us- ually act through their president, or those representing him. He being the legal head of the body, when an act pertaining to the business of the company is performed by him, the pre- sumption will be indulged that the act is legally done, and is binding upon the body. And, as a general rule, in the absence of the president, or when a vacancy occurs in the office, the vice-president may act in his stead, and perform the duties which devolve upon the president." 3 pany to mortgage the road, he may mortgage a part thereof. Greens- burg, etc., Co. v. McCormick, 45 Ind. 239. Where process can be served on the president, he can confess judg- ment for the corporation. Cliam- thority, mortgage its personal prop- erty. Luse v. Isthmus Transit R'y Co., 6 Oreg. 125. 2 62 111. 493, 496. See, also, Mitch- ell v. Deeds, 49 111. 410, 424; Union Mutual Ins. Co. v. White, 106 111. berlin v. Mammoth M'g Co., 20 Mo. 07; Glover v. Lee, 140 111. 102; Fitch 96. Sed queer e. j o. Constantino Hydraulic Co., 44 1 Castle v. Belfast Foundry Co., Mich. 74; Gooduow v. Oakley, 68 72 Me. 167; Siebe v. Machine Works, Iowa, 25; Morse v. Beale, 68 Iowa, 86 Cal. 390. Quwre, as to the extent j 463; Mathias v. White Sulphur to which such a sweeping resolution Springs Assn., 19 Mont. 359. would be valid in view of the re- stricted competency of directors to delegate their powers, see §§ 233, 234. A by-law providing that the "president shall have the general charge and direction of the business of the company, as well as all mat- ters connected with the interests and objects of the corporation," does not give him authority in matters expressly confided to the finance committee. Twelfth Street, Market Co. v. Jackson, 102 Pa. St. 269. It has, however, been held that a president who was the "business and financial agent'* of the corpora- tion, could not, without further au-
 * ! This case upheld, as against a

subsequent purchaser under a tax sale, a deed of corporate lauds exe- cuted by the vice-president, during a vacancy in the presidency, under a resolution authorizing the president to convey the property. Compare, also, Curry v. Supervisors of Decatur County, 61 Iowa, 71. When a con- tract made by a president is one which the directors might properly have authorized him to make, the burden of proof is on the corporation to show that the directors had not authorized or acquiesced in it. Pat- terson v. Robinson, 116 N. Y. 193. 202 4rf