ABBOTTS' DIGEST OF THE LAW OF CORPORATIONS. ACADEMIES. [The term “academy," in its original sense, denotes a class of associations formed for mutual improvement and to advance science or art; e. g. Academy of Natural Sciences," "Academy of Design." Such adjudications as there are, relative to corporations of this character, will be placed, in this Digest, under the title LYCEUMS. General laws, authorizing the incorporation of educational institutions of a grade between the common school and the college, under the name of "academies," exist in many of the States, particularly Delaware, Florida, Illinois, Michigan, Minnesota, New York, and Ohio. Similar institutions exist under special charters, in States which have no general acts authorizing them. The word "academy" is used, in this work, to designate this species of school. For the most part, the special functions of academies are regulated by provisions of local statutes; or by principles of law applicable to other educational institutions, and which will be found stated under such titles as COLLEGES; SCHOOLS; SEMINARIES; UNIVERSITIES.] 1. Power of trustees of William and Mary College to discontinue a grammar school in that institution. See Bracken William and Mary College, 1 Call, 161; 3 Call, 573. 2. "Grammar Schools," existing upon ancient English charitable foundations, enabled to extend their systems of education to embrace new subjects. Visitation of such schools regulated. Stat. 3 & 4 Vict, ch. 77. 3. For the application of this statute to particular cases, see Attorney General v. Grocers' Company, 6 Beav. 55; Attorney General v. Haberdashers' Company, 3 Russ. 531; At torney General v. Dixie, 3 Russ. 534; Attorney General v. Gascoyne, 2 Mylne & K. 647; Solicitor General v. Mayor &c. of Bath, 18 Law J. N. S. Chancery, 275; In re Rugby School, 1 Beav. 457. 4. Funds left by will for the support of a school "for the instruction of youth" may be applied to support a school for both sexes; the trustees are not bound to confine the school to boys alone. Mass. Supreme Ct. 1848, Nelson v. Cushing, 2 Cush. 519. 5. When a general visitatorial power is conferred upon the selectmen of a town in the capacity of trustees of an academy, the selectmen are not accountable to the town, as town officers, for their acts as visitors; nor can they in such acts be controlled by the town. Ib. 6. The courts will not interfere with the action of selectmen, in such a case, until they have finally acted, and in a manner contrary to law, or to their trust. Ib. For the law protecting Gifts of property to support eleemosynary corporations, including academies, see BEQUESTS; DEVISES; TRUSTS. For the powers and duties of Visitors of academies and other eleemosynary corporations, see VISITATION. For rules applicable to other Educational corporations, see COLLEGES; SCHOOLS; SEMINARIES. AGENTS. [The various classes of persons by whom the affairs of a corporation are practically conducted are, in this work, designated as 1. Officers; being those who are parts of the corporate organization;-2. Agents; who are not parts of the organization, but represent it to the public; —and 8. Servants; who do not even represent it, but only labor to advance its objects. This chapter embraces the rules applicable to the second of these classes, together with general principles applicable to all three. Under the titles OFFICERS and SERVANTS, and the special titles to which reference is there made, the other classes are treated. The chapter contains so much only of the law of agents as is common to corporations in general. Qualifications peculiar to a particular species of corporations, and inapplicable to others, are placed under the name of that corporation; thus the rules relating particularly to cashiers and tellers should be sought under BANKS-to insurance agents under INSURANCE COMPANIES-to con ductors, station-masters &c. upon railroads, under RAIL ROAD COMPANIES.] I. APPOINTMENT AND POWERS. of Appeals, 1830, Stoddert v. Vestry of Port Tobacco Parish, 2 Gill & J. 227. 3. Agent of English joint stock company not precluded from suing the company for services in obtaining the act of incorporation by the fact he is a member of the company. Form of declaration. See Garden v. General Cemetery Co. 5 Bingh. N. C. 253; 7 Scott, 97; 7 Dowl. Pr. Cas. 275; 1 Arn. 503; 3 Jur. 24. But compare Holmes v. Higgins, 1 Barn. & C. 74; Goddard v. Hodges, 1 Crom. & M. 33; Parkin v. Fry, 2 Carr. & P. 311. 4. Seal not requisite to appointment. The rule is well settled, in America, that, in general, whatever may be the purpose of the agency, a valid appointment of an agent, by a corporation, may be made without affixing the corporate seal.* U. S. Supreme Ct. 1813, Bank of Columbia v. Patterson, 7 Cranch, 1. How agents of corporations may 299. 2. Evidence of their appointment. 5. How agency is determined. II. MODE OF EXECUTING THEIR POWERS. 1. In general 2. Sealed instruments. 3. Negotiable instruments. III. LIABILITIES OF THE CORPORATION. 2. Towards third persons, upon acts I. APPOINTMENT AND POWERS. 1. Who may be agent. That where charter prescribes that particular persons only shall be agents, they only can be made such. See Washington & Pittsburg Turnpike Co. v. Crane, 8 Serg. & R. 521. For Election and Powers and duties of officers, see ELECTIONS; OFFICERS; and titles of particular officers. 2. Member of corporation not disqualifled. It is no objection to the validity of an auction sale by a corporation that the auctioneer whom they employed was a member of the company, and that the memorandum of sale was signed by him as agent for the purchaser. A corporation may employ one of its own members as agent, and his corporate interest does not disqualify him from acting as agent for the purchaser. Md. Ct. For cases determining the proper mode and the validity of appointment of agents of Particular kinds of corporations; e. g. BANKS, INSURANCE COMPANIES, MUNICIPAL CORPORATIONS, and the like, see the titles of the various classes of corporations. 5. A corporation may appoint an agent by parol; and that it has done so may be inferred from its adoption of its agent's acts. Mich. The strict rule of the ancient English law, requiring acts of a corporation to be done by a sealed instrument, was very early relaxed as respected the appointment of corporate agents, so far as to permit an agent to be appointed without deed, in cases where the service was unimportant or ordinary, where haste was required, &c., though it has been more strictly retained where the agency affected real property interests or matters of an important character. On the history of the modern relaxation of this rule in England, consult Horn v. Ivy, 1 Ventr. 47; Cary v. Matthews, 1 Salk. 191; Wilmot r. Mayor &c. of Coventry, 1 Younge & C. 518; Dumpor v. Syms, Cro. Eliz. 815; Cooper v. Gooderich, Cro. Eliz. 862: Bailiffs &c. of Ipswich v. Martin, Cro. Jac. 411; Erneley v. Walroud, Dyer, 102 b; East London Water Works Co. v. Bailey, 4 Bingh. 288; Edwards v. Grand Junction Canal Co. 1 Mylne & C. 659, 672; Murray v. Fast India Co. 5 B. & Ald. 204; Arnold v. Mayor of Poole, 4 Mann. & G. 893; Smith v. Cartwright, 6 Exch. 927; 6 Eng. L. & Eq. 528. Early rules relative to the mode of appointing an agent to demand rent for a corporation, and to distress for non-payment. See Knap v. Jewelch, 1 Brownl. 138; case of Master &c. of Emanuel College, 2 Brownl. 175; Year B. 1 Edw. 5, fol. 5, pl. 10; Id. 2 Rich. 3, fol. 7, pl. 13; 7 Hen. 7, fol. 10, pl. 2. Bank of England may authorize a person to sign notes, by mere vote. See Rex v. Bigg, 3 P. Wms. 4119; 1 Strange, 18. Where the act of incorporation empowers the directors to appoint and displace any of the officers of the company, the appointment of an attorney to the company need not be under seal. See Reg. v. Cumberland (Justices), 5 Railw. Cas. 332; 5 Dowl. & L. 481; 12 Jur. 1025; 17 Law J. Q. B. 102. Supreme Ct. 1843, City of Detroit v. Jackson, | authorized to make a particular contract, or 1 Dougl. 106; N. H. Supreme Ct. 1858, Nich- to do a certain piece of business, cannot delolas Oliver, 36 N. H. 218; and see Elys-egate his trust, unless specially empowered so ville Manuf. Co. v. Okisko Co. 1 Md. Ch. Decl. 392; Randall v. Van Vechten, 19 Johns. 60; Perkins v. Washington Ins. Co. 4 Cow. 645. See also RATIFICATION. 6. Where a corporation has power to do some act, and, as incident to that act, to render itself liable for representations made in and about the doing of that act, it can appoint an agent to do the act; and from the mere fact of such appointment the same powers will flow to the agent as if he had been appointed by an individual; provided only that the powers so flowing could have been exercised by the corporation itself. N. Y. Supreme Ct. 1863, Sharp v. Mayor &c. of New York, 40 Barb. 256; 25 How. Pr. 389. 7. No formal resolution of the board of directors of a corporation is required to appoint an agent or define his powers. A contract may be implied against a corporation, and it may affirm the acts of an assumed agent, and thus be bound by them. [22 Wend. 348; 20 Id. 91; 4 Cow. 645: 2 Kent's Com. 288; Ang. & A. 172, §§ 7, 8.] N. Y. Supreme Ct. 1844, Bank of Lyons v. Demmon, Hill & D. Supp. 398. 8. The authority from a corporation to its agent to order tenants to quit, need not be under seal. Pa. Supreme Ct. 1840, Wolf 7. Goddard, 9 Watts, 544. to do; the personal confidence of the principal in the agent being the supposed motive of the selection and appointment of the latter. Therefore a by-law, giving to the directors the general superintendence and control, charges them with the exercise of discretion, and does not authorize them to delegate such discretion to agents. And the corporation will not be bound by a contract entered into by sub-agents appointed by them.* N. H. Superior Ct. 1850, Gillis v. Bailey, 1 Fost. 149. 12. A general agent of a manufacturing company cannot delegate authority to another person employed by the company to settle with and give a new note for the balance due a creditor of the company. Mass. Supreme Ct. 1834, Brewster v. Hobart, 15 Pick. 302. 13. The ancient doctrine that a corporation acts only through the instrumentality of its common seal, has no application to corporations created by statute, whose charters contemplate the business of the corporation to be transacted exclusively by a board of directors. The acts of such board, evidenced by a written vote, are as binding upon the corporation, and as complete authority to their agents, as the most solemn acts under the corporate seal. U. S. Supreme Ct. 1823, Fleckner v. Bank of the United States, 8 Wheat. 338. Followed in 1840, Bank of Me tropolis v. Guttschlick, 14 Pet. 19. 9. Where one has the actual charge and management of the business of a corporation, 14. A power of attorney is not necessary with the knowledge of the members and the to authorize the officer of a corporation, exedirectors, this is evidence of his authority, without showing any vote or other corporate affix the corporate seal to the deed. The cuting a deed in behalf of the corporation, to act constituting him the agent of the corpo-common-law rule with regard to natural perration; and the company will be bound by his contracts, made on their behalf, within the apparent scope of the business thus intrusted to him. N. H. Superior Ct. 1857, Goodwin v. Union Screw Co. 34 N. H. 378. 10. Appointment of agent either by a power under seal, or by resolution, or by course of business, allowable. See St. Andrew's Bay Land Co. v. Mitchell, 4 Fla. 192; Bank of Middlebury v. Rutland & Washington R. R. Co. 30 Vt. 159. 11. Cannot be appointed by delegation. An agent appointed by the corporation, and sons, that an agent, to bind his principal by deed, must be empowered by deed himself, cannot in the nature of things be applied to corporations aggregate. These beings have a mere legal existence, and their boards, as such, are, literally speaking, incapable of a personal sidered not as a body of trustees not competent to delegate their trust, but as the representative of the corporation, empowered to declare its will; and in which its appoint359; Dana . Bank of U. S. 5 Watts & S. 223; Palmer v. ment of agents has been sustained. Exp. Company, 4 Pike, Yates, 3 Sandf. 175. But compare cases in which the board has been con |