Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/671

 CHAP. X.] CORPORATION AND OFFICERS. [§ 650. § 648. It has recently been held in Xew York that when a life insurance company has contracted with a person to act as its general agent for a stipulated number of years at a speci- fied yearly salary, and the company is dissolved by the action of the state, and its affairs placed in the hands of a receiver, before the expiration of the term for which the agent was hired, he cannot recover from the funds in the hands of the receiver his stipulated salary for the unexpired term of ser- vice, as damages for not continuing the employment. The contract was ended with the corporate dissolution by the action of the state, a contingency which the parties on con- tracting were held to have contemplated ; and was not broken by the company itself. 1 § 649. Whether, by whom, and on what grounds a cor- porate officer mav be removed from office is not t t i i ' i • • o rm i • • • i i Removal of settled by the authorities/ lhat his original elec- officers. tion was invalid is undoubtedly a good ground. 3 But this ground has nothing to do with the good or bad con- duct of the officer himself, and invalidates his original title. Undoubtedly, agents who hold office merely at the pleasure of superior officers may be removed by the latter : and without cause. 4 And the by-laws may, and, to avoid controversy, cer- tainly should provide for removals from office. 5 § 650. Whatever implied power to remove officers for cause there may be in a corporation, would seem to exist in that body which appointed or elected the officer in question. Thus very entitled to compensation: but if he agrees to perform the services gratis. this controls. First Xat. B*k r. Drake, 29 Kans. 311. In the absence of express agreement, a treasurer is not entitled to compensation for in- dorsing notes of his corporation, so that they can be discounted. Parker B. Xickerson, 137 Mass. 487. 1 People i Globe Mutual Ins. Co., 91 N. Y. 174; seinble contra, Rose- baum v. Credit System Co., 61 X. J. L. 543. 2 In Angell and Ames on Corp., §§ 425 et spq., is given a summary of the causes that have been held grounds for removing officers of mu- nicipal corporations. How far these cases might be held applicable to stock corporations is a question. 3 See §§ 577-581. 4 Hunter o. Sun Mutual Ins. Co., 26 La. Ann. 13. 5 See Hunter v. Sun Mutual Ins. Co., supra; In re Griffin Iron Co., 63 X. J. L. 16S. A person entering the service of a corporation as secre- tary is affected with notice of its by- laws relating to removals from office. Douglass c. Merchants' Ins. Co., 118 X. Y. 484. 651