The Pacific commercial advertiser. [volume] (Honolulu, Hawaiian Islands) 1885-1921, 1892-07-22


avs do not confer any power upon
he president except the general
Of its affairs, which
means the power to transact its or
binary business; the authority to
bring an action like the one at bar
requires the approval of a majority
If not Of three-fOurths Of the stock
holders.
Mr.. Hartwell (ThurstOn & Frear
and c. L. Carter with him. con-
tends that the president of the
plaintiff corporation unless restrict
ed by the bylaws or a controlling
vote of the stockholders, is the only
one authorized to institute this
suit. The charter authorizes the
"to appoint such off,
GERS and agents as the business of
the company may from time to time
require"
Neither the charter nor the by
laws confer the corporate powers
upon directors. Has then the pres
ident as the agent of the corporation
a right to institute a suit such as
the present, without obtaining a
vote to this effect from the share
holders, under the bylaws giving
him the general superintendent
Of the affairs of the cOmpany?"
In the Ashuelot Manufacturing
Co. VS.. Henry Marsh, / Cush. 5O7
Q848), it was held that the presi-
dent of a manufacturing company
has no authority as such to COM
mence an action In the name of the
corporation. The corporation con-
sisted of three persons, the presi-
dent, the treasurer and agent, and
the clerk of the corporation. The
action was begun at the instance OF
the president and the corporation
did not authorize the action. This
decision announces the conclusion
of the Court dismiSsing the action,
but does not give any reason and ii
is suggested by counsel for the
plaintiff that the suit may have
been dismissed because the statute:
of Massachusetts required that there
should be directors as we'll as 6
president and other officers in al
corporations. But this learned
Court had held in 1922 that al
agent of an incorporated company
duly appointed by the corporation
had no authority to bind the cerpo
ration by promissory note with
out express authority from the cor
poration. White VS.. Westport G.
NJ. Company, l Pick. 220. The
reasoning of the Court in this case
is that:the giving of this note die
not relate to the business of thu
company and was not within thu
agents general authority as it
agent.
IL Markey vs.. Mutual Benefi
Insurance Co., 1913 Mass. 90, tn,
Court say: at does not follow, from
from the fact that man is show
to be agent for another or for cor
pOration that his principal is bount
by all that he does. There are linn
itations that grow out of the yer.
law of agency. = x In tn
case of corporations created for
special purpose or engaged i'll
special business, the authority G
the agent will be presumed to b
limited by the nature Of that pun
pose or business"
In Globe Works W. Wright, 10
Mass. 215, it was shown as a pal
of case that an action OF replevi
was served upon one Souther, VIII
was president of the plaintiff corpC
ration. The Court say: "Thes
plaintiffs were not a party to tina
action. The fact that Souther wa
president and general agent Of tn
corporation was not conclusive evi
dence that he was authorized t
bind the corporation in this re
spect."
Following these precedents tn
Massachusetts Court, per Gray, J.
said in Malone VS.. Manchester
Lawrence r. r. Co., III Mass. IS
"When, as in this case, the pet
toner for removal (of the case froI
the State to the Federal Court is
corporation the petition may dOub
less be signed and the affidav
made by some person authorized t
represent the corporation. But tn
authority of any person assuming
represent it must appear. No off
Ger of corporation, unless spec
tally authorized has power to bin
the corporation, except in the di:
charge of his ordinary duties. <
There can be no doubt that it is n
part of the ordinary duty of the ST
perintendent of Il railroad to repre-
sent the corporation in any iudici,
proceedings"
In the case Bank of the Unite
States VS.. Dunn, 6 Peters, 81, tn
Supreme Court of the United State
would not permit the president an
cashier of the bank to bind it b
their agreement with the endorse
of promisSory note, that he shout
not be liable on his endorsement.
This was followed in L. S. "
City Bank of Columbus, 21 How
ard, 800, where it was held thf
the action of a cashier of a bank
authorizing a person to contra(
with the United States Treasur
for the transfer of 100000 frol
New York to New Orleans was NJ
- IL- --.a.ao &C tho nAnu.nr- nf