for the president executing a mortgage on the corporation's property for that purpose.58 In this case the resolution was not recorded, but it was held that its passage and contents could be proved by parol. Another interesting question, which has been not a little debated, was decided; it being held that the rough draft of the minutes of the meeting made during the meeting is not original evidence, and is as much secondary evidence of what was done at the meeting as oral testimony, and that the records of the corporation are the best evidence. Where the management of the affairs of a corporation is conferred upon the president, he may execute an agreement not to plead the statute of limitations, in consideration of an agreement not to sue for a stated period.59

Where a president has been given such general powers, and the company is authorized to deal in real estate, he has power to make contracts for the purchase and sale of real estate, and whether a contract is "essential" to the transaction of the corporation's ordinary affairs is to be determined by the corporation or its managers; if it is within the apparent scope of its organization, the fact that the contract has been entered into by the corporation or its representative is a determination on the part of the corporation that it is essential.60 Under general powers making him a general manager he may sign a protest against a street improvement, and it does not matter that he does not sign as general manager, but as president.o1

58 Boggs v. Lakeport etc. Ass'n, 111 Cal. 354, 43 Pac. 1106.

59 Wells Fargo & Co. v. Enright, 127 Cal. 669, 49 L. R. A. 647, 60 Pac. 439.

60 Bates v. Coronado Beach Co., 109 Cal. 160, 41 Pac. 855; Pettibone V. Lake View etc. Co., 134 Cal. 227, 66 Pac. 218.

61 Los Angeles Lighting Co. v. Los Angeles, 106 Cal. 156, 39 Pac. 535; same as to the manner of signature, Wells Fargo & Co. v. Enright, 127 Cal. 669-672, 49 L. R. A. 647, 60 Pac. 439.

SECRETARY

An agreement by the promoters of a corporation that the corporation to be organized shall employ a party as secretary is not enforceable against the corporation, when organized, unless it ratifies that agreement.62

Where it was the duty of the secretary or directors to call a meeting of the stockholders for the annual meeting of directors, and they refused to do so, the court appointed a special officer and commissioner to do so, and the election held pursuant to this special officer's call was held to be valid for all purposes.63

If no particular person is designated by the statutes for the execution of documents, making affidavits, etc., they may be made by any one of its officers or agents in its behalf, and the declaration of the secretary that he is such is sufficient proof to satisfy the law in that particular.64

The fact that a person is secretary of a corporation is not sufficient alone to establish his authority to make contracts for the corporation; indeed, the secretary's duties are generally of quite a different character. In the absence of special authority he has no power to execute notes or to employ laborers about a mining company's property.65 Nor does he have power to

62 Peek v. Steinberg, 163 Cal. 127, 124 Pac. 834.

63 Potomac Oil Co. v. Dye, 14 Cal. App. 674, 113 Pac. 126, 130.

64 Old Settler's Inv. Co. v. White, 158 Cal.. 236, 246, 110 Pac. 922, and cases cited; Southern Pacific Mill. Co. v. Superior Court, 14 Cal. App. 240, 242, 111 Pac. 625.

65 Danaldson v. Orchard Crude Oil Co., 6 Cal. App. 641, 92 Pac. 1046; Pauly v. Pauly, 107 Cal. 8, 48 Am. St. Rep. 98, 40 Pac. 29; Beeman v. Lovett, 46 Cal. 387; or to cancel contracts, Blair v. Brownstone Oil etc. Co., 168 Cal. 632, 143 Pac. 1022; but a treasurer's endorsement of a note conveyed prima facie title to the holder, Linder Hardware Co. v. Pacific Sugar Corp., 17 Cal. App. 81, 92, 118 Pac. 785, 789.

release or transfer property of the corporation," nor does the fact that the secretary represented the corporation in transactions which led to the execution of a promissory note constitute him the ostensible agent of the corporation to bind it by signing a composition agreement concerning the note.67 But if he has been in the habit of signing warehouse receipts to himself, with the knowledge of the corporation, his acts will bind the corporation.68

69

There is no presumption that the secretary had power to assign a chose in action; his power to do so must be shown; but where it is shown by testimony that the secretary and general manager had a general authority to assign claims for collection, it was not necessary that a special resolution be adopted authorizing him to do so.70

When a resolution of the directors authorizing the secretary to make a loan for the corporation was actually passed, according to the testimony, but it was not reduced to writing, it is sufficient to sustain an action to recover the amount of the loan.71

66 California Winemakers' Corp. v. Sciaroni, 139 Cal. 277, 72 Pac. 990.

67 Bonner Oil Co. v. Pennsylvania Oil Co., 150 Cal. 658, 89 Pac. 613. 68 Riley v. Loma Vista Ranch Co., 1 Cal. App. 488, 82 Pac. 686; see Scott v. Superior Sunset Oil Co., 144 Cal. 140, 77 Pac. 817; Kelly v. Ning Yung etc. Ass'n, 2 Cal. App. 460, 84 Pac. 321.

69 Read v. Buffum, 79 Cal. 77, 12 Am. St. Rep. 131, 21 Pac. 555; Blood v. Marcuse, 38 Cal. 590, 99 Am. Dec. 435. Without such authority the assignment was not a corporate act, Chandler v. Robinett, 21 Cal. App. 333, 131 Pac. 891.

70 Tuller v. Arnold, 98 Cal. 522, 33 Pac. 445; see Rigby v. Lowe, 125 Cal. 613, 58 Pac. 153; Leitch v. Marx, 21 Cal. App. 208, 131 Pac. 328.

71 Bank of Yolo v. Weaver, 3 Cal. Unrep. 569, 31 Pac. 160, and so do his contracts where he has been in the habit of making such contracts as were sued on in this case, Eells v. Gray Bros. etc. Co., 13 Cal. App. 33, 108 Pac. 735.

And if the conduct of the whole business of the corporation was practically left to the secretary, his statements and acts in reference to the same bind the company.72

In the case of a religious corporation it was held not only that the secretary had no power to bind the corporation by contracts made by him, but it was not bound by receipt of the benefits when there were really no benefits, the work being worthless.78

If the secretary takes a non-negotiable note in payment for shares of the corporation's stock, with a verbal agreement that the note should be payable only upon a certain condition, and the issuance of the stock and the acceptance of the note were expressly ratified by the board of directors, it must be presumed that the secretary, upon delivering the note to the corporation, notified it of the conditions of payment; the condition not happening, the note was without consideration."

The same rules as to the effect of the ostensible authority of the secretary when he is constantly engaged in the conduct and management of the corporation's affairs, and of ratification of his acts by accepting the benefits of them, apply to his acts as to other officers.75

Where a new secretary is appointed without any express agreement as to the amount of his salary, no presumption arises that he should have the same salary as the former secretary; in such a case he can recover the reasonable value of the services.76

72 Abbott v. 76 Land & Water Co., 87 Cal. 323-328, 25 Pac. 693.

73 Thomasson v. Grace M. E. Church, 113 Cal. 558, 45 Pac. 838.

74 Jefferson v. Hewitt, 103 Cal. 624, 37 Pac. 638; but see "Fictitious Stock" and "Subscriptions for Stock."

75 A. Meister & Sons Co. v. Wood & Tatum Co., 26 Cal. App. 584, 147 Pac. 981.

76 Carver v. San Joaquin Cigar Co., 16 Cal. App. 572, 118 Pac. 91.

But if one is induced to purchase stock on the promise of a stated salary, no length of time being specified, the arrangement contemplates a reasonable time, and if the purchaser is soon discharged he may recover back the money he paid for the stock."

GENERAL MANAGER

The general manager, even if de facto only, may make contracts for the employment of persons for the corporation, and where the majority of the directors of the corporation, individually, had knowledge of the facts and they did not disaffirm it, it was not necessary, in order to bind the company, that the employment should be ratified at a regular meeting of the board.78

Where the by-laws of a corporation define the powers and duties of a general manager, they become a part of his contract of employment and measure both,79 but this was a case between the general manager and the corporation, not involving the rights of third parties. The manager of a trust company, foreclosing a mortgage, may appoint the auctioneer to conduct the sale; it is not necessary that the auctioneer be appointed by a resolution of the board of directors.80 But a manager of a ditch company was held to very limited power in construction or repair work,81 and it was held that the

77 Brown v. National Electric Works, 168 Cal. 336, 143 Pac. 606. 78 Brown v. Crown Gold etc. Co., 150 Cal. 376-387, 89 Pac. 86. In case of the president and secretary, see Hudson v. Seeley Specialties Co., 19 Cal. App. 213, 216, 124 Pac. 1051; and in case of a secretary and bookkeeper, see Allen v. Central Counties etc. Co., 21 Cal. App. 163, 131 Pac. 78; nor does the fact that the secretary was a stockholder make any difference, and of the president, Hoffman v. Guy M. Rush Co., 27 Cal. App. 167, 149 Pac. 177.

79 San Pedro Lumber Co. v. Reynolds, 121 Cal. 74, 79-82, 53 Pac. 410. 80 Stockwell v. Barnum, 7 Cal. App. 413, 94 Pac. 400.

81 Centerville etc. Ditch Co. v. Sanger etc. Co., 140 Cal. 385, 73 Pac.