Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/227

 PART II.] ACTS WITHIN THE CORPORATE POWERS. [§ 241. power from a board of directors to do so, which involves the payment of money, unless it be such as has been loaned in the usual aud customary way. Nor has it ever been decided that a cashier could purchase or sell the property, or create an agency of any kind for a bank, which he had not been author- ized to make by those to whom has been confided the power to manage its business, both ordinary and extraordinary." l In a recent case the Federal Supreme Court expressed its views re- garding the powers of a cashier substantially as follows : Al- though a cashier has no power by virtue of his office to bind the bank, except in the discharge of his ordinary duties, and the ordinary business of a bank does not comprehend a con- tract made by a cashier involving the payment of money not loaned by the bank in the customary way, and a cashier may not, in the absence of authority conferred by the directors, can- cel its deeds of trust given as security for money loaned, cer- tainly not, unless the debt is paid ; still a bank may be repre- sented by its cashier, at least where its charter does not other- wise provide, in transactions outside of his ordinary duties, without his authority to do so being in writing or appearing upon the record of the proceedings of the directors. His au- thority may be proved by parol and collected from circum- stances, or inferred from the general manner in which, for a period sufficiently long to establish a settled course of business, he has been allowed without interference to conduct the af- fairs of the bank. It may be implied from the conduct or ac- quiescence of the corporation, as represented by the board of directors. When during a series of years, or in numerous busi- ness transactions, he has been permitted, without objection, and in his official capacity, to pursue a particular course of con- duct, it may be presumed, as between the bank and those who in good faith deal with it upon the basis of his authority to represent the corporation, that he has acted in conformity 1 United States v. City Bank, 21 How. 364. Without authority from the bank, evidenced by a resolution of the board of directors, usage in similar cases, or in some other way, a cashier has no authority to assigu a non-negotiable note. Barrick v. Aus- tin, 21 Barb. 241; Holt v. Bacon, 25 Miss. 567. But see Bank of Ver- gennes v. Warren, 7 Hill, 91. Nor to pledge assets of the bank for the payment of an antecedent debt. State of Tennessee v. Davis, 50 How. Pr. ( N. Y. ) 447. Nor to release the bank's security. Ellis v. First Nat. B'k of Woonsocket, 22 R. I. 565. 207