Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/951

 INDEX. 931 References are to the Sections. DIRECTORS— (continued). bind corporation in matters not relating to corporate business, 222, 231, 232. ratification by, 211, and note. of bonds issued before incorporation, 90, note, acquiescence of, in unauthorized act, 212. delegation of authority by, 233, 234. must act as a board, 258, 259. meetings of, quorum, 260. may meet outside the state, 381. cannot be elected outside of state, 382, note, presumptions in favor of regularity, 261. action of, special provisions regarding, 262. record of their acts, 263. cannot bind corporation by ultra vires acts, 267. liability of, for money borrowed from their corporation in violation of terms of a statute, 301. when illegally elected cannot make calls, 540. elections of, 577-581. fiduciary position of, 612, 613. when there are no other shareholders, 612, note, liability of, to pay for qualification shares, 614. when need not be holders of shares, 614, note, duties of, enforceable by corporation, 615. or by its receiver or assignee, 615. liability of, for neglect of duty, 616-619. for fraud, 616-619. for acts in violation of by-laws, 616-619. for errors of judgment, 620, 621, 694. for not requiring officers to furnish official bonds, 619, note, 621. for ultra vires acts, 622, 623, 754. may be released from this liability, 622, note. for acts of other corporate agents, 624-626. for mistaking corporate powers, 622, 623. should have no interests opposed to the corporation, 627. cannot contract with themselves, 628-631. whether they may be trustees for bondholders, 629, note, must account for secret profits, 629-631. cannot set up that contract was ultra vires, 629. loans by, to the corporation, 632-634, 810, 811. transactions of fraudulent as a matter of law, 630. may be ratified by the corporation, 630. remedies of corporation regarding, 631. purchase by bonds of their corporation, 633. cannot bind corporation when personally interested with other con- tracting party, 635-639. when may act for two corporations, 640-644. when may sue corporation like an outsider, 634, note.