agents of a corporation need not be under seal; nor even by a formal vote of the board or body having the power of appointment. An appointment of an agent by a general officer who would naturally have power to make it will bind the company, especially if acquiesced in by accepting the services. of the appointee. A corporation which has recognized and ratified the acts of one assuming to be its agent, can not afterwards dispute his authority on the ground that he was not regularly appointed by the directors. So it is immaterial, as against strangers, whether the person acting as managing director of a corporation received a specific appointment to

that position from the board of directors, if he has long acted in that capacity without objection and if his services as such have been invariably accepted. The authority given an agent may be shown by parol, and by proof of the corporation's continuous acquiescence in his acts. So likewise, the acceptance of an office may be inferred by acts of acquiescence. As where the clerk of a corporation is present when a vote approving his election is passed, and he himself records the vote.1

§ 182. Officers de facto.— An officer de facto is one who has the reputation of being, and yet is not, a good officer in point of law. Though the charter or act of incorporation prescribe the mode in which the officers of a corporation aggregate shall be elected, and an election contrary to it would unquestionably be voidable, yet if the officer has come in under color of right and not in open contempt of all right whatever, he is an officer de facto,— within his sphere, an agent of the corporation,- and his acts and contracts will be

and the cancellation by him of the note after the policy has become suspended, does not bind the company. Harle v. Council Bluffs Ins. Co., (1887) 71 Iowa, 401.

3 Fifth Ward Sav. Bank v. First Nat. Bank, (1887) 48 N. J. 513. For instance, an insurance company's recognition of one's open and notorious transaction of its general

I Walker v. Detroit Transit Ry. business as its secretary, his custody Co., (1881) 47 Mich. 338.

2 Even though conferred at a meeting of directors. Morrill v. Segar Manuf. Co., 32 Hun, 543. The testimony of one of a railroad's directors as to the official position and activity of a certain person as member of the executive committee, coupled with evidence that he was recognized and arted as such, 'is competent and sufficient to show his authority to act for the corporation, as to third persons. St. Louis & C. Ry. Co. v. Drennan, (1889) 26 Ill. App. 263. But declarations of a director as to whether a certain person is the agent of the company, are not sufficient to bind the company. Florida &c. R. Co. v. Varnedoe, (1888) 81 Ga. 175.

of its bocks, and his borrowing money entered thereon. Talladega Ins. Co. v. Peacock, (1882) 67 Ala. 253. And it has even been held that where a corporation paid a bill for furniture contracted by A., and subsequently used other furniture also bought by him, they were liable therefor, as having made A. their agent, though he had never been appointed by any act under the corporate seal. Bancroft v. Wilmington Conference Academy, (1883) 5 Del. 577.

+ Delano v. Smith Charities, (1884) 138 Mass. 63.

5 Lord Ellenborough in King v Bedford Level, 6 East, 368.

binding upon it.' This is upon grounds of estoppel and of public policy. Even in the case of a person in office without so much as the form of an election, if the corporation hold him out to the world as its officer, his acts would be binding upon it, upon the ground of estoppel. But the rule respecting officers de facto is to be applied with caution and not to be extended to persons clearly usurping office and holding over after the lawful election of their successors.1

§ 183. Terms of office. It is a general rule that officers and directors of a corporation shall continue to perform the duties of their office until their successors, duly appointed or elected, have qualified. This is the rule even where the election or appointment is for a definite term. And the authority 1 Angell & Ames on Corporations, there said, are sustained as rightful § 286; St. Luke's Church v. Mathews, and valid on the ground of continu4 Des. 578, 586; Vernon Society v. ous acquiescence by the corporation Hills, 6 Cowen, 23; All Saints in suffering them to hold themselves Church v. Lovett, 1 Hall, 191; Lovett out as possessing authority to act v. German Reform Church, 12 Barb. for it and thereby inducing others 67; Riddle v. Bedford, 7 Serg. & R. to deal with them in the capacity of 392; York County v. Small, 9 Watts corporate officials. & S. 320; Kingsbury v. Ledyard, 2 Watts & S. 41. In Moses v. Tompkins, (1888) 84 Ala. 613; s. c. 4 Ry. & Corp. L. J. 268, 270, it was held that to constitute an officer de facto there must be a color of election or appointment, or an exercise of the functions of the office under such circumstances and for such a length of time, without interference, as to justify the presumption of a due election or appointment. See also McGargell v. Hazleton Coal Co., 4 Watts & S. 425; Despatch Line v. Bellamy Manuf. Co., 12 N. H. 205; Smith v. Erb, 4 Gill, 437; Burr v. McDonald, 3 Gratt. 215.

Moses v. Tompkins, (1888) 84 Ala. 613; s. c. 4 Ry. & Corp. L. J. 268, where the doctrine of the validity of the acts of de facto officers was declared to rest upon public policy and general principles of justice. Their dealings with third persons, it was

3 United States Bank v. Dandridge, 12 Wheat. 70; Union Bank v. Ridgely, 1 Harr. & G. 421; Wild v. Passamaquoddy Bank, 3 Mason, 505; Barrington v. Washington Bank, 14 Serg. & R. 405; Minor v. Mechanics' Bank, 1 Pet. 46; Cahill v. Kalamazoo Ins. Co., 2 Doug. (Mich.) 124.

4 Lebanon & Royalton Gravel Road Co. v. Adair, (1882) 85 Ind. 44, where under the Indiana statute governing gravel road corporations authorizing the loan of money to such a corporation by an officer thereof, and the giving of a promissory note therefor; it was held that such a note given to its president de facto only, and signed by him and by others who were only officers de facto, holding over after the lawful election of others, was unauthorized and invalid.

5 Smith v. Silver Valley Mining Co., 64 Md. 85; Moses v. Tompkins,

of officers and agents who are appointed by the board of directors is not terminated by the election of a new board.1

3

§ 184. Amotion from office.-There seems to be no well. defined power to remove corporate officers from office. Agents holding office at the pleasure of superior officers may be dismissed without cause. And it has been held that a corporation, notwithstanding a by-law fixing the term of his office, may enter into a special contract with a clerk, under which he shall be removable at pleasure.1 Mr. Taylor in his work on corporations expresses the belief that whatever implied power to remove officers for cause there may be in a corporation, would seem to exist in that body which appointed or elected the officer in question, and that very likely any officer appointed by the board of directors or trustees could for cause be removed by them from the office to which they had appointed him. To remove an officer of a private corporation, on the ground that the meeting at which he was elected was illegal and that as to the time for holding the meeting he deceived the relators, the information must not necessarily contain an averment that had the relators been present they would have voted against him. As removal of mere private or ministerial officers of corporations is a right which belongs to the corporation alone, the assistance of the courts can not be invoked against such officers as are intrusted by law with the management of the affairs of the corporation. In conse

84 Ala. 613; s. c. 4 Ry. & Corp. L. J. 268; State v. Bonnell, 35 Ohio St. 10. Where the power of election was vested in a board of directors, who were accustomed to elect their cashier annually, according to a resolution to that effect, but the charter provided that, before he entered upon the duties of his office, he should give bond, it was held, that his term of office did not expire at the end of the year, but that the old cashier continued in office until a new one was qualified by giving a bond. Sparks v. Farmers' Bank, (1882) 3 Del. Ch. 274.

quence of this lack of authority equity has no jurisdiction or power by injunction, to suspend a corporator or officer from the exercise of his corporate or official privileges, and thus do indirectly that which may not be done directly. Stated differently, a court of equity will not interfere by injunction in matters relating merely to the internal government of a corporation so as to restrain directors de facto from acting as such, on the sole ground of the alleged invalidity of their titles to their offices. There would seem to be no case in which the right to an office in a corporation was ever heard or determined in a court of equity. In the absence of statute the remedy is by quo warranto.3

§ 185. Notice to agent, notice to corporation.- Notice to an agent in the transactions for which he is employed, is notice to the principal, though the principal be a corporation. Thus if a railroad corporation occupies land after its agent has been notified by the owner that rent will be charged, it is liable in assumpsit for use and occupation. So where a corporation is made party defendant to an action by service on its president, as authorized by statute, and is represented by its attorney, it will be presumed to know what transpires in the action. Again, where the treasurer of a corporation pays his deficit to it by drawing checks upon another corporation of which he is also treasurer, no other officer of either corporation hav ing knowledge of the true nature of the transaction when it