Daily capital journal. (Salem, Oregon) 1903-1919, 1911-08-11

sign all stock certificates, written
contracts, deeds, checks or warrants
upon the treasurer, and shall per-
form generally all the duties usually
appertaining to the office of president
of corporation. He shall have gen.
eral charge (subject to the control Of
the board. of directors) of the busi-
ness affairs of the corporation, may
sign and endorse bonds, bills, checks
and promissory notes on behalf of
the corporation, but he shall have no
power to incur any debt on behalf of
the corporation, without the previous
consent of the board of directors
= q"
Upon the trial of the action before
jury verdict was rendered for de-
fendant by direction of the court.
Plaintiff appeals.
Eakin, G. ]. There is but one
question before us. Had the presi-
dent authority to sign the note, and
this seems to be determined in favor
of the plaintiff by the language of
Art w. Sec. 8 of the bylaws, by
which he is made the general execu-
tive officer of the corporation and Is
given general charge of the business
affairs of It, and is authorized to sign
promlssory notes on it's behalf. BY
the succeeding clause, it is provided
that he shall have no power to incur
indebtedness, but in this case the liza
bility was incurred by the corpora
tion which was adjusted and the
amount ascertained by it, and by it's
authority a draft was issued upon
itself for the payment of the amount,
which was presented to Skelley at
McKeesport for payment, and he be-
ing unable to pay the draft executed
the note sued on as evidence of the
debt. This was within the express
authority given him by the bylaws.
1t is not questioned that the corpora
ton owed the debt evidenced by the
note.
The authorities cited by defen-
dants counsel in support of it's con-
tention, relating to the power of the
managing agent of the corporation,
are cases of implied authority, and
most of them are expressly placed
upon the ground that there was no
express authority to the agent
Cases in this court fully settle this
question. Crawford v. Albany Ice
Co. &c Or 535 upon which defendant
largely rests its case, recognizes the
distinction between the express and
implied authority, in which Mr.. JUS
tice Bean says: "No bylaw or reso-
luton was ever adopted by the cor
poration authorizing its president
and secretary or any one else to
make and execute promissory notes
for or in its behalf . .. Il is
elementary law that the president
and secretary of corporation as
such, have no power to bind the cor
poration by the execution of prOmis-
sorry notes or other contracts, but
such authority must be derived from
some bylaw Of the corporation, or
some special order, or must be i'm
piled by some acqulescence or ratih-
cation on the part of the corpora
ton" :" And In Baines v. Coos Bay
Nav. Co., As Or. 307, after stating
that Mr. Graham, the general mana
ger OF the defendant corporation, had
no express authority to execute ne
gotiable instruments on behalf OF the
corporation, Mr.. Chief Justice Moore
says: "The rule is general that no
managing agent OF the corporation,
possesses implied power to
bind 1t by issuing, accepting or in
dorsing on its behalf negotiable in
struments o. The law re-
quires that such an agent must pos
sess express authority before he can
bind his principals by putting in cir
culation negotiable instruments"
This is statement of the general
rule and then the opinion discusses
the exceptions.
We think the bylaw quoted Is not
Of doubtful meaning and disposes Of