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LAW OF CORPORATIONS.
torney General v. Dixie, 3 Russ. 534; Attor: [The term “ academy," in its original sense, denotes a class ney General o. Gascoyne, 2 Mylne & K. 647; of associations formed for mutual improvement and to Solicitor General v. Mayor &c. of Bath, 18 advance science or art; e. g. Academy of Natural Law J. N. S. Chancery, 275; In re Rugby Sciences," "Academy of Design.” Such adjudications as there are, relative to corporations of this character, School, 1 Beav. 457. will be placed, in this Digest, under the title LYCEUMS.
4. Funds left by will for the support of a General laws, authorizing the incorporation of educa- school " for the instruction of youth” may be tional institutions of a grade between the common school and the college, under the name of “ academies," applied to support a school for both sexes ; exist in many of the States, particularly Delaware, the trustees are not bound to confine the Florida, Illinois, Michigan, Minnesota, New York, and school to boys alone. Mass. Supreme Ct. Ohio. Similar institutions exist under special charters, in States which have no general acts authorizing them. 1848, Nelson o. Cushing, 2 Cush. 519. The word "academy" is used, in this work, to designata 5. When a general visitatorial power is this species of school.
conferred upon the selectmen of a town in For the most part, the special functions of academies are regulated by provisions of local statutes ; or by the capacity of trustees of an academy, the principles of law applicable to other educational insti- selectmen are not accountable to the town, tations, and which will be found stated under such titles as town officers, for their acts as visitors; as COLLEGES ; SCHOOLS; SEMINARIES; UNIVERSITIES.]
nor can they in such acts be controlled by
the town. Ib. 1. Power of trustees of William and
6. The courts will not interfere with the Mary College to discontinue a grammar action of selectmen, in such a case, until they school in that institution. See Bracken o. have finally acted, and in a manner contrary William and Mary College, 1 Call, 161; 3
to law, or to their trust. 10. Call, 573.
For the law protecting Gifts of property to 2. “Grammar Schools,” existing upon ancient English charitable foundations, enabled to support eleemosynary corporations, including extend their systems of education to embrace new
academies, see BEQUESTS; DEVISES; TRUSTS. subjects. Visitation of such schools regulated. For the powers and duties of Visitors of Stat. 3 & 4 Vict, ch. 77.
academies and other eleemosynary corpora3. For the application of this statute to tions, see VISITATION. particular cases, see Attorney General v. Gro- For rules applicable to other Educational cers' Company, 6 Beav. 55; Attorney General corporations, see COLLEGES ; SCHOOLS; SEMI0. Haberdashers' Company, 3 Russ. 531; At- NARIES,
of Appeals, 1830, Stoddert o. Vestry of Port (The various classes of persons by whom the affairs of a Tobacco Parish, 2 Gill & J. 227.
corporation are practically conducted are, in this work, 3. Agent of English joint stock company designated-asei. Officers; being those who are parts of not precluded from suing the company for the corporate organization ;-2. Agents; who are not parts of the organization, but represent it to the public; services in obtaining the act of incorporation --and 8. Servants; who do not even represent it, but by the fact he is a member of the company. only labor to advance its objects. This chapter em Form of declaration. See Garden o. General braces the rules applicable to the second of these classes, together with general principles applicable to all three. Cemetery Co. 5 Bingh. N. O. 253; 7 Scott, 97; Under the titles OFFICERS and Servants, and the special | 7 Doul. Pr. Cas. 275; 1 Arn. 503; & Jur. 24. titles to which reference is there made, the other classes But compare Holmes v. Higgins, 1 Barn. & C. are treated.
The chapter contains so much only of the law of 74; Goddard v. Hodges, 1 Crom. & M. 33 ; agents as is common to corporations in general. Quali- Parkin v. Fry, 2 Carr. & P. 311. fications peculiar to a particular species of corporations, 4. Seal not requisite to appointment. and inapplicable to others, are placed under the name of that corporation ; thus the rules relating particularly to The rule is well settled, in America, that, in cashlers and tellers should be sought under Banks—to general, whatever may be the purpose of the insurance agents under INSURANCE COMPANIES—to conductors, station-Masters &c. upon railroads, under Rauc agency, a valid appointment of an agent, by ROAD COMPANIES.)
a corporation, may be made without affixing
the corporate seal.* U. S. Supreme Ct. 1813, I. APPOINTMENT AND POWERS.
Bank of Columbia v. Patterson, 7 Cranch, 1. How agents of corporations may 299. be constituted.
For cases determining the proper mode 2. Eoidence of their appointment. and the validity of appointment of agents 3. Construction of express powers.
of Particular kinds of corporations; e. g. 4. Implied powers.
Banks, INSURANCE COMPANIES, MUNICIPAL 5. How agency is determined.
CORPORATIONS, and the like, see the titles of II. MODE OF EXECUTING THEIR POWERS. the various classes of corporations. 1. In general
5. A corporation may appoint an agent by 2. Sealed instruments.
parol; and that it has done so may be inferred 3. Negotiable instruments.
from its adoption of its agent's acts. Mich. III. LIABILITIES OF THE CORPORATION.
* The strict rule of the ancient English law, requiring 1. Towards the agent.
acts of a corporation to be done by a sealed instrument, 2. Towards third persons, upon acts was very early relaxed as respected the appointment of
corporate agents, so far as to permit an agent to be apor omissions oj^ agent.
pointed without deed, in cases where the service was un
important or ordinary, where haste was required, &c., I. APPOINTMENT AND POWERS.
though it has been more strictly retained where the agency
affected real property interests or matters of an important 1. Who may be agent. That where character. On the history of the modern relaxation of this charter prescribes that particular persons Matthews, 1 Salk. 191 ; Wilmot r. Mayor &c. of Coventry,
rule in England, consult Horn v. Ivy, 1 Ventr. 47; Cary o. only shall be agents, they only can be made 1 Younge & C. 518; Dumpor e. Syms, Cro. Eliz. 815; such. See Washington & Pittsburg Turn- Cooper v. Gooderich, Cro. Eliz. 862 : Bailiffs &c. of Ipswich pike Co. v. Crane, 8 Serg. & R. 521.
0. Martin, Cro. Jac. 411; Erneley v. Walroud, Dyer, 102 0;
East London Water Works Co. v. Bailey, 4 Bingh. 288; EdFor Election and Powers and duties of wards e. Grand Junction Canal Co. 1 Mylno & C. 659, 672; officers, see ELECTIONS; OFFICERS; and ti- Murray v. Fast India Co. 5 B. & Ald. 204; Arnold v. Mayor tles of particular officers.
of Poole, 4 Mann, & G. 893; Smith v. Cartwright, 6 Exch.
927; 6 Eng. L. & Eq. 528. 2. Member of corporation not disquali. Early rules relative to the mode of appointing an agent to fied. It is no objection to the validity of an demand rent for a corporation, and to distress for non-payauction sale by a corporation that the auc- &c. of Emanuel College, 2 Broronl. 175;
Year B. 1 Edw. 5,
ment. See Knap o. Jewelch, 1 Brownl. 138; case of Master tioneer whom they employed was a member fol. 5, pl
. 10; Id. 2 Rich. 3, fol. 7, pl. 13; 7 Hen. 7, fol. 10, pl. 2. of the company, and that the memorandum
Bank of England may authorize a person to sign notes, by
mere vote. See Rex v. Bigg, 8 P. Wme. 4119; 1 Strange, 18. of sale was signed by him as agent for the
Where the act of incorporation empowers the directors to purchaser. A corporation may employ one appoint and displace any of the officers of the company, the of its own members as agent, and his corpo- appointment of an attorney to the company need not be
under seal. See Reg. o. Cumberland (Justices), 5 Railo. rate interest does not disqualify him from Cas. 332; 8 Dowl. & L. 431 ; 12 Jur. 1025 ; 17 Lau J. Q. acting as agent for the purchaser. Md. Ct. 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 o. Oliver, 36 N. H. 218; and see Elys- egate his trust, unless specially empowered so ville Manuf. Co. o. Okisko Co. 1 Md. Ch. to do; the personal confidence of the princiDecl. 392; Randall 0. Van Vechten, 19 Johns. pal in the agent being the supposed motive 60; Perkins o. Washington Ins. Co. 4 Coro. of the selection and appointment of the lat645.
ter. Therefore a by-law, giving to the directSee also RATIFICATION.
ors the general superintendence and control, 6. Where a corporation has power to do charges them with the exercise of discretion, some act, and, as incident to that act, to and does not authorize them to delegate such render itself liable for representations made discretion to agents. And the corporation in and about the doing of that act, it can will not be bound by a contract entered into appoint an agent to do the act; and from by sub-agents appointed by them.* N. H. the mere fact of such appointment the same Superior Ct. 1850, Gillis 0. Bailey, 1 Fost. powers will flow to the agent as if he had | 149. been appointed by an individual; provided 12. A general agent of a manufacturing only that the powers so flowing could have company cannot delegate authority to anbeen exercised by the corporation itself. other person employed by the company to N. Y. Supreme Ct. 1863, Sharp v. Mayor &c. settle with and give a new note for the balof New York, 40 Barb. 256; 25 Horo. Pr. ance due a creditor of the company. Mass. 389.
Supreme Ct. 1834, Brewster v. Hobart, 15 7. No formal resolution of the board of Pick. 302. directors of a corporation is required to 13. The ancient doctrine that a corporaappoint an agent or define his powers. A tion acts only through the instrumentality of contract may be implied against a corpora- its common seal, has no application to corpotion, and it may affirm the acts of an assumed rations created by statute, whose charters conagent, and thus be bound by them. (22 template the business of the corporation to Wend. 348; 20 Id. 91; 4 Cow. 645: 2 Kent's be transacted exclusively by a board of diCom. 288; Ang. & A. 172, $$ 7, 8.] N. Y. rectors. The acts of such board, evidenced Supreme Ct. 1844, Bank of Lyons v. Dem- by a written vote, are as binding upon the mon, Hill & D. Supp. 398.
corporation, and as complete authority to 8. The authority from a corporation to its their agents, as the most solemn acts under agent to order tenants to quit, need not be the corporate seal. U. S. Supreme Ct. 1823, under seal. Pa. Supreme Ct. 1840, Wolf Fleckner o. Bank of the United States, 8 o. Goddard, 9 Watts, 544.
Wheat. 338. Followed in 1840, Bank of Me9. Where one has the actual charge and tropolis v. Guttschlick, 14 Pet. 19. management of the business of a corporation, with the knowledge of the members and the
14. A power of attorney is not necessary
to authorize the officer of a corporation, exedirectors, this is evidence of his authority, without showing any vote or other corporate cuting a deed in behalf of the corporation, to act constituting him the agent of the corpo- common-law rule with regard to natural per
affix the corporate seal to the deed. The ration; and the company will be bound by his contracts, made on their behalf
, within sons, that an agent, to bind his principal by the apparent scope of the business thus in- deed, must be empowered by deed himself
, trusted to him. N. H. Superior Ct. 1857,
cannot in the nature of things be applied to Goodwin v. Union Screw Co. 34 N. H. 378.
corporations aggregate. These beings have a 10. Appointment of agent either by a
mere legal existence, and their boards, as such, power under seal, or by resolution, or by are, literally speaking, incapable of a personal course of business, allowable. See St. Andrew's Bay Land Co. o. Mitchell, 4 Fla. 192; sidered not as a body of trustees not competent to delegate
* But compare cases in which the board has been conBank of Middlebury o. Rutland & Washing their trust, but as the representative of the corporation, ton R. R. Co. 30 Vt, 159.
empowered to declare its will; and in which its appoint11. Cannot be appointed by delegation. 359; Dana o. Bank of U. S. 5 Watts & S. 223; Palmer o.
ment of agents has been sustained. Exp. Company, 4 Pike, An agent appointed by the corporation, and Yates, 3 Sandf. 175.