5 Ohio etc. R. R. Co. v. McPherson, 35 Mo. 13: Smith v. Alvord, 63 Barb. 415; McCall v. Byram Manuf. Co. 6 Coun. 428. 6 Wood Hydraulic etc. Co. v. King, 45 Ga. 34. 7 Arms v. Conant, 36 Vt. 744; Bellows v. Todd, 39 Iowa, 209; but see Miller v. Ewer, 27 Me. 517; Hilles v. Parish, 1 McCart, 380; Ormsby v. Vt. Copper Min. Co. 56 N. Y. 623. § 135. De facto officials.-" An officer de facto is one who has the reputation of being the officer he assumes to be, and yet is not a good officer in point of law." Cases concerning officers de facto are usually those in which there has been the form of an election, though irregular;2 or cases of improper holding over, in which the incumbent came rightfully into office. By color of election, a person may be an officer de facto, though indisputably ineligible.4 And it is a general rule, that the acts and proceedings of officers de facto of a corporation, if done under color of office, are valid and binding upon the corporation. And whenever the corporation is bound by the acts of its offi. cers de jucto, so also will third parties be bound to the corporation. Appointments made by a de facto board of directors are as effectual as if made by a regular legal board.7 1 Rex v. Corp. of Bedford Level, 6 East, 368. See Waite . Mining Co. 36 Vt. 18; Parker v. Kett, 1 Ld. Raym. 658. 2 See Baird v. Bank of Washington, 11 Serg. & R. 411; Penobscott etc. R. R. Co. v. Dunn, 39 Me. 587; Delaware etc. Canal Co. v. Penn a Coal Co. 21 Pa. St. 131; Cahill v. Kalamazoo Mut. Ins. Co. 2 Dough. (Mich.) 124. 3 See Smith v. Erb, 4 Gill, 437; Knowles v. Luce, Moor, 112; Harris . Jays, Cro. Eliz. 699. 4 Knight v. Corp. of Wells, Lutw. 508. 5 Matter of Mohawk etc. R. R. Co. 19 Wend. 135; State v. Williams, 27 Vt. 755; Burr v. McDonald, 3 Gratt. 215; Elizabeth City Academy v. Lindsey,6 Ired. 476; A antic etc. R. R. Co. v. Johnston, 70 No. Car. 348; Ebaugh v. German Reformed Church, 3 E. D. Smith, 60; Cooper v. Curtis, 30 Me. 488; Bank of St. Mary's v. St. John. 25 Ala. 506; Re County Life Assoc. Co. Law R. 5 Ch. 288. There can be no such officer as an officer de facto in a direct proceeding to try the title to the office: People v. Albany etc. R. R. Co. Í Lans. 308, 344; 55 Barb. 344, 385; 7 Abb. Pr. N. S. 265, 305. 6 See State Bank at Eliz. v. Chetwood, 3 Halst.1; Charitable Assoc etc. v. Baldwin, 1 Met. 359. 7 Ellis v. N. C. Instit. etc. 68 No. Car. 423. § 136. Determination of agency or office.-As the death of a natural person operates as a revocation of BOONE CORP.-17. all authority conferred upon his agents,1 so the death or dissolution of a corporation, whether by limitation of time or by forfeiture of its charter, revokes all authority given to its agents. But the death or removal of the particular officers, or of the members of the particular board in whom the power to appoint agents may be vested, does not determine the agency, since the constituent, the corporation, still continues to exist; 8 and the same is true where such officers are appointed for a limited time and the period has expired. It does not follow from the fact that an agent is in some respects the deputy of annual officers, that he is merely an annual officer himself,5 for his appointment may have been made to remedy the inconvenience of annual officers. Where the term of an office is fixed by the charter, the appointing power has no right to abridge its duration. Officers whose terms have expired may, unless it is otherwise provided, continue in office until their successors are duly chosen.8 If the charter speaks of years in reference to an office, years of office, and not calendar years, are to be taken as intended. A person who has been elected to an office cannot resign before he is made an incumbent thereof, and his attempt to do so is abortive and ineffectual.10 If the particular mode in which the resignation of an officer is to be made is prescribed in the charter, that mode must be pursued.11 If no mode be prescribed, the resignation need not be in writing, or in any particular form of words. 12 And a resignation may be implied from the acceptance by the incumbent of an incompatible office; 18 and an office may be vacated by abandonment.14 But a resignation, to be effectual, must be accepted by competent authority. 15 The power to accept the resignation of its officers is incident to every corporation; 16 and the acceptance may be by entry in books, by vote, or resolution, or by treating the office as vacant and electing another to fill it. 17 1 Lewis v. Kerr, 17 Iowa, 73; Davis . Windsor Sav. Bank, 46 Vt. 128; Coney v. Saunders, 28 Ga. 511. : Sexy Bank Pep A Compare Das ? C Leutempton Bank e. Pepoo0 1 Carling +. Ehaillea 3 Maule & 5. S Supervisors etc. 25 Cal. Patterson, 4 Barn. & Adol. 9: e. Lane, 2 Ld. Raym. 1304; Van $137. Removal of officers ly convened. When the cha remoral exist does not ren 2 Union Bank v. Ridgeby, 1 Har. & G. 324. 3 Northampton Bank v. Pepoon, 11 Mass. 288; Anderson v. Long. den, 1 Wheat. 85. Compare Rex v. Corp. of Bedford Level, 6 East, 356. 4 Northampton Bank v. Pepoon, 11 Mass. 288; Exeter Bank v. Rog. ers, 7 N. H. 33. 5 Curling v. Chalklen, 3 Maule & S. 502. 6 Curling v. Chalklen, 3 Maule & S. 502. 7 Stadler v. City of Detroit, 13 Mich. 346; Vason v. City of Augusta, 38. Ga. 542. 8 South Bay etc. Co. v. Gray, 30 Me. 547; Nashville Bank v. Pet. way, 3 Humph. 522; McCall v. Bryam Manuf. Co. 6 Conn. 428; Smith v. Natchez Steamb. Co. 1 How. (Miss.) 479. 9 Rex v. Swyer, 10 Barn. & C. 486. 10 Miller v. Supervisors etc. 25 Cal. 93. 11 Rexv. Mayor of Ripon, 1 Ld. Raym. 563; Reg. v. Morton, 4 Q. B. 146; Lewis v. Oliver, 4 Abb. Pr. 121. 12 Jennings' Case, 12 Mod. 402; People v. Police Board, 26 N. Y. 316; State v. Allen, 21 Ind. 516. 13 Rex v. Patterson, 4 Barn. & Adol. 9; Milward v. Thatcher, 2 Term Rep. 87; Regents etc. v. Williams, 9 Gill & J. 365. 14 State v. Allen, 21 Ind. 516; Barre v. Greenwich, 1 Pick. 120. 537. Giles v. School District, 31 N. H. 304; 15 Rex v. Patterson, 4 Barn. & Adol. 9; State v. Ferguson, 31 N. J. L. 107. 16 Rex v. Tidderly, 1 Sid. 14. 17 Rex v. Lane, 2 Ld. Raym. 1304; Van Orsdall v. Hazard, 3 Hill, 243; State v. Ancker, 2 Rich. 245. § 137. Removal of officers.-A corporation has an implied power to remove an officer for cause;1 and this power belongs to the corporation alone.2 And, unless the power be delegated to a select body or part, it must be exercised by the corporate body at large, regularly and duly convened.5 When the charter prescribes the terms under which the power is to be exercised, they must be strictly pursued. If the charter or a statute defines the causes for which an officer may be removed, and limits the power of removal to those so defined, he cannot be removed for any other. The mere fact that good grounds for removal exist does not render the office vacant, but there must be in addition the exercise of some corporate act.9 Generally the officer will be entitled to notice of the intention to remove him and the grounds therefor, 10 and an opportunity will be afforded him to make his defense. But if he holds office under an appointment at pleasure, he may be removed at pleasure, and without notice or a hearing 12 An officer is not excluded from voting, as a member of the corporation, upon the question of his removal; 13 nor will his removal from office affect his rights as a mere member of the corporation.14 And removal from one office does not in the least impair the party's title to another office.15 But the office from which he is legally removed becomes ipso facto vacant from the moment the amotion is declared, and another may be chosen to fill the place.16 1 Reg. r. Newbury, 1 Q. B. 751; Rex v. Richardson, 1 Burr, 517; Fawcett. Charles, 13 Wend. 473; State v. Trustees etc. 5 Ind. 77. See QUO WARRANTO. 2 Neall v. Hill, 16 Cal. 145. 3 See Lord Bruce's Case, 2 Strange, 819; State v. Jersey City, 1 Dutch. 536. 4 Rex v. Mayor etc. 1 Doug. 149; Rex v. Feversham, 8 Term Rep. 536. 5 Lord Bruce's Case, 2 Strange, 819; Rex v. Taylor, 3 Salk. 231. Compare State v. Chamber of Commerce, 20 Wis. 63; People v. Board of Trade, 45 III. 112; People v. Medical Soc. 24 Barb. 570. 6 Reg. v. Sutton, 10 Mod. 76; Reg. v. Ricketts, 7 Ad. & E. 966; State . McGarry, 21 Wis. 496; State v. Trustees etc. 5 Ind. 77; State v. Lingo, 26 Mo. 496. 7 Shaw v. Mayor etc. 19 Ga. 468; 25 id. 590; State v. Jersey City, 1 Dutch. 536. Compare Commonwealth v. St. Patrick's Soc. 2 Binn. 441; Clark v. People, 15 III. 213; Chamber of Commerce v. Milwaukee, 20 Wis. 63. 8 Murdock v. Phillip's Acad. 12 Pick. 244. 9 State v. Trustees etc. 5 Ind. 77; Doremus v. Dutch Ref. Church, 2 Green, 332; Commonwealth v. German Soc. 15 Pa. St. 251. 10 Rex v. Mayor etc. 2 Burr. 723; Queen v. Saddlers' Co. 10 H. L. Cas. 404; People v. Benev. Soc. 24 How. Pr. 216; Cominonwealth v. Penna. Benef. Instit. 2 Serg. & R. 141. 11 Murdock v. Phillip's Acad. 12 Pick. 244; State v. Adams, 44 Mo. 570. 12 Rex v. Mayor etc. 1 Ld. Raym. 391; Queen v. Governors etc. 8 Ad. & E. 682; Madison v. Korbly, 32 Ind. 74; and see Queen v. Thomas, 8 Ad. & E. 183. 13 Queen v. Sutton, 10 Mod. 74. 14 See Evans v. Phila. Club, 50 Pa. St. 107. 15 Jay's Case, 1 Vent. 362; Rex v. Chalke, 1 Ld. Raym. 226. 16 Symmers v. Regem, Cowp. 503. § 138. Official bonds.-The charter or act of incorporation usually requires that officers of trust shall give a bond with sureties for the faithful discharge of their duties. But a bond so given by an officer is valid, though not required by any law, provided it was not unlawfully exacted.2 So, the provisions of the charter or act of incorporation, in this respect, are to be deemed merely directory; and although a different species of security is taken from that prescribed, it may, nevertheless, be enforced by the corporation.4 And, in general, the giving of an official bond is not necessary to the complete appointment and due authorization of the officer or agent, unless it is made a condition precedent thereto by the language of the charter or act of incorporation.5 Provisions respecting the acceptance of the bond must be considered as directory, and not as conditions precedent to its validity; and although the charter requires the bond given by an officer to be approved by the directors, yet a bond given by him with sureties, and found in the possession of the corporation may be presumed to have been accepted and approved, though no vote of acceptance by the directors is found on the records of the corporation. But a bond given by the agent of a foreign corporation, and taken without compliance with the conditions prescribed by the law of the state to be observed before the company may transact business within the state, cannot be enforced.8 A bond well and truly to execute the duties of cashier or teller, includes not only honesty, but reasonable skill and diligence." And if it is the cashier's duty to be sworn before entering upon the discharge of his official duties, his bond is not avoided in favor of his sureties by his omission to be sworn.10 But a condition that the officer "shall faithfully discharge the duties of the office, and well behave therein," does not render his sureties responsible for the loss of money by the sudden and unexpected failure of the banking-house in which, using due care, he deposited the funds. And a condition "safely to keep all moneys," etc., does not render the obligor liable for money taken from him by violent robbery while in the discharge of his |