Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/241

 PART II.] ACTS WITHIN THE CORPORATE POWERS. [§ 260. by a majority of the directors, the rule requiring them to act as a board will not apply if the contract is an ordinary contract acquiesced in for years by all the directors, and is performed on the part of the other contracting party. Thus, where a person was employed by three directors (a majority) acting separately, to render services to a bank, and he rendered services for five years, to the knowledge of all the directors, none of whom objected, it was held that the employment was binding on the bank. 1 Of course, the rule cannot apply where the contract relied on by the other party is made by one or two directors having authority to make it: and how far the rule may apply to the action of directorial committees and sub-committees is ques- tionable. § 260. Assuming now that the directors acting together as a board have done an act within their powers, the act will be valid, in the absence of any provision to the meetings.' contrary in the constitution or by-laws of the corpora- Q uor uni. tion, if it is done or authorized by a majority vote of the direct- ors present at the meeting, when there is present a majority of the total number of directors ; provided the meeting was assembled either in pursuance of some provision in the con- stitution or by-laws, or upon due notice to all the directors. The different parts of this proposition require discussion. In the first place, a majority of all the directors must be present to constitute a quorum for the transaction of business. 2 Such being the case, a majority vote of those actually present decides, and is valid. 3 1 Bradstreet v. Bank of Royalton, 42 Vt. 128; see Waite v. Mining Co., 37 Vt. 608; Bank of New London v. Ketchum, 64 Wis. 7. 2 In the absence of special pro- vision, less than a majority of all the directors composing the board have no power to transact the busi- ness of the corporation. Price v. Grand Rapids, etc., R. R. Co., 13 Ind. 58; Stringham v. Oshkosh & M. R. R. Co., 33 Wis. 471; Ex parte Willcocks, 7 Cow. 402; 2 Kent's Com. 283 ; Angell and Ames on Corp., §§ 501, 502. Cram v. Bangor House Proprie- tary, 12 Me. 354; Despatch Line v. Bellamy Mfg. Co., 12 N. H. 205; Wells v. Rahway White Rubber Co., 19 N. J. Eq. 402; Booker v. Young, 13 Gratt. (Va.) 303; Lockwood v. Mechanics' Nat. Bk., 9 R. I. 308; Ca- hill v. Kalamazoo Ins. Co., 2 Dougl. (Mich.) 124; Ex parte Willcocks, 7 Cow. 402; Sargent v. Webster, 18 Mete. (Mass.) 497; Edgerly r. Emer- 221