Where by-laws of a corporation provide that special meetings shall be called by special notice, and that such notice shall "be given upon the order of the president, or if there be none, on the order of two directors," a meeting called by two directors, while there is a president competent to act, is illegal. (Smith v. Dorn, 96 Cal. 74, 30 Pac. 1024.)

On the other hand, where the by-laws do not designate the person by whom notice of a special meeting of directors is to be given, section 308 of the Civil Code applies, and the notice must be given by the secretary; and the acts of a mere majority present at a special meeting, of which no such notice was given to the absentees, are not valid. (Curtin v. G. M. & D. Co., 130 Cal. 345, 80 Am. St. Rep. 132, 62 Pac. 552.)

Subd. 2. Quorum.-The rule of stockholders' meetings is that the majority governs; and every stockholder contracts that such shall be the rule. (San Diego etc. Co. v. Pacific Beach Co., 112 Cal. 53, 44 Pac. 333.)

Quorum of Directors: See title "Quorum and Meetings" in notes to section 305, Civil Code, post.

Subd. 3. Voting by Proxy.-This statute gives the corporation the power through its by-laws, to regulate the exercise of the right to vote by proxy, but no power to either qualify or limit the right, and certainly no power to so shackle the right as to result in its nullification. (People's Bank v. Superior Court, 104 Cal. 654, 43 Am. St. Rep. 147, 38 Pac. 452. To same effect: Smith v. S. F. etc. Ry. Co., 115 Cal. 606, 56 Am. St. Rep. 135, 47 Pac. 582. Note citation: Bloede Co. v. Bloede, 57 Am. St. Rep. 384.

It is accordingly held that a by-law cannot restrict the selection of proxies to stockholders; a stockholder may appoint as his proxy one who is an entire stranger to the corporation. (People's Bank v. Superior Court, 104 Cal. 654, 43 Am. St. Rep. 147, 38 Pac. 452: Affirmed: Smith v. Railway Co., 115 Cal. 606, 56 Am. St. Rep. 135, 47 Pac. 582. But see Dulin v. Pacific W. & C. Co., 103 Cal. 363, 35 Pac. 1045, 37 Pac. 207.)

"The modern law-writers upon corporations, without exception so far as we have observed, recognize the right of a private corporation, in the absence of any statute to the contrary, to provide by by-law for stockholders to vote by proxy." (Market Street Ry.

v. Hellman, 109 Cal. 598, 42 Pac. 225.)

Subd. 4. Directors: See sec. 305, C. C.

Subd. 5. Compensation and Duties of Officers.

President-Powers and Duties of.-One not elected as a director is not eligible to the office of president, and neither the board that was elected nor the court can make him president. (Dulin v. Pacific ete. Co., 103 Cal. 357, 35 Pac. 1045, 37 Pac. 207.)

A resolution of the board of directors of a corporation conferring on the president, as "the agent and chief executive of the board," the power to incur indebtedness, to negotiate loans, to enter into contracts and agreements, and otherwise to act as the agent of the corporation," is within the power of the board and confers upon the president the power to execute the note of the corporation. (McCormick v. Stockton etc. R. R. Co., 130 Cal. 100, 62 Pac. 267.) The president of a private corporation has no authority by virtue merely of his official position to make contracts binding the corporation, except in relation to matters arising in the ordinary course of the business of the corporation. (Blen v. Bear River etc. Co., 20 Cal. 602, 81 Am. Dec. 132; Bank v. Bailhache, 65 Cal. 332, 4 Pac. 106.)

The president or other head of a corporation has authority to employ attorney when necessary, and when payment has been made to an attorney for services rendered, without objection on part of corporation or any officer thereof, a subsequent assignee in insolvency of the corporation cannot recover the money SO paid. (Streeten v. Robinson, 102 Cal. 542, 36 Pac. 946. Distinguished: Pacific Bank v. Stone, 121 Cal. 206, 53 Pac. 634.)

Person signing promissory note in his own name, with the addition of the word "President" to his signature, without anything on face of note indicating the principal, if any, for whom he is acting, is individually liable on the note. In such a case the addition of the word "President" is a mere descriptio personae. (Hobson v. Hassett, 76 Cal. 203, 18 Pac. 320, 9 Am. St. Rep. 193, note, 196. To same effect: Kerry v. Marine Co., 121 Cal. 570, 66 Am. St. Rep. 70, 54 Pac. 89. Note citations: Peterson v. Homan, 20 Am. St. Rep. 565; 29 Am. St. Rep. 650; 36 Am. St. Rep. 899; 46 Am. St. Rep. 151; 49 Am. St. Rep. 719; 48 Am. St. Rep. 918.)

A note signed "D. P. S., President of the Pacific Wool Growing Company," is a note of "S.," and not of the company, and the words following the signature are merely descriptio personae. (Chamberlain v. Pacific Wool Growing Co., 53 Cal. 103.)

Note signed G. A. Colby, President Pacific Peat etc. Co., D. K. Tripp, Secretary pro tem., ,"held to be the note of the corporation. (Farmers' etc. Bank v. Colby, 64 Cal. 352, 28 Pac. 118. To same effect: Hobson v. Hassett, 76 Cal. 205, 9 Am. St. Rep. 195, 18 Pac. 320. Note citations: Hall v. Crandall, 89 Am. Dec. 69; 48 Am. St. Rep. 919.)

Corporation note, signed by president officially and personally, is binding upon the corporation, the president having powers to bind the corporation. (McCormick v. Stockton etc. R. R. Co., 130 Cal. 100, 62 Pac. 267.)

But officers of a corporation have no power to authorize the execution of a note as surety for another in respect to a matter having no relation to the corporate business, and in which the corpo

ration has no interest. (Hall v. Auburn Co., 27 Cal. 255, 87 Am. Dec. 75. To the same effect: Hall v. Crandell, 29 Cal. 570, 89 Am. Dec. 65; Chamberlain v. Pacific Wool Co., 54 Cal. 106. Distinguished: Seeley v. San Jose Co., 59 Cal. 24. Note citations: 90 Am. Dec. 644; 31 Am. St. Rep. 753.

Neither the president nor the secretary of a corporation, nor any other person, has authority to execute a mortgage of the property of the corporation in the absence of a resolution of the board of directors passed when the board is duly assembled. (Alta Silver Min. Co. v. Alta Placer Min. Co., 78 Cal. 629, 21 Pac. 373. To same effect: Salfield v. Sutter etc. Co., 94 Cal. 549, 29 Pac. 1105; Smith v. Dorn, 96 Cal. 83, 30 Pac. 1024; Blood v. La Serena etc. Co., 113 Cal. 226, 41 Pac. 1017, 45 Pac. 252; Barney v. Pfoor, 117 Cal. 58, 48 Pac. 987. Note citation: Ten Eyck v. R. R. Co., 16 Am. St. Rep. 639.)

Where president and secretary of a corporation were not authorized to convey an interest in a canal or pipe line of the corporation a conveyance by them of an interest therein is void, and not merely voidable. (Fudickar v. East Riverside etc. District, 109 Cal. 29, 41 Pac. 1024.)

But a conveyance to the president of a corporation, made under authority of a resolution of the directors directing its execution by the president and secretary, and reciting that full board was present at the meeting, shows that the president acted as the mere instrument of the directors, and the deed from himself as granted is hot void as against public policy. (Fudickar v. East Riverside etc. Dist., 109 Cal. 29, 41 Pac. 1024.)

A contract executed by president and secretary of a corporation, to a firm of which the president is a member, is in breach of the fiduciary relation occupied by the president to the corporation and its stockholders, and is invalid without reference to its fairness or unfairness, and cannot be enforced against the corporation. v. Petaluma Gas etc. Co., 131 Cal. 656, 63 Pac. 1011.)

(Sims

A note made by the president of a corporation authorized to execute notes, in a transaction in which he had an interest adverse to the corporation, is not void, but voidable. The corporation can only rescind upon restoring the consideration for the note. (Phillips v. Sanger Lumber Co., 130 Cal. 431, 62 Pac. 749.)

But the declarations of the president of a corporation that work was done on behalf and in the name of the corporation by himself are not admissible against the corporation without proof of the president's authority to act for the corporation in such respects. (Peterson v. Stockton etc. R. R. Co., 134 Cal. 244, 66 Pac. 304.)

Where the board of directors of a corporation has authorized the president to make and sign contracts in its name, and to do a general business for it, he is empowered to lease premises for the use of the corporation, and may bind it for rent under the provi

sions of the lease, and where the lessor has been presented with a certified copy of a resolution of the directors ratifying the lease, the corporation is estopped to deny the ratification, although no such resolution appears upon its minutes. (Hawley v. Gray Bros. etc. Co., 106 Cal. 337, 39 Pac. 609.)

Where the only authority possessed by the president and secretary of a corporation to execute a note and mortgage consists in a resolution passed at a preliminary meeting of the stockholders of a corporation before organization of the board of directors, such authority is insufficient. (Blood v. Water Co., 113 Cal. 221, 41 Pac. 1017, 45 Pac. 252.)

A by-law of the corporation providing that notes or obligations "signed officially" by the president and secretary shall be binding on the corporation does not necessitate the signature of the secretary in order to bind the corporation by a note which the board has authorized the president to execute. (McCormick v. Stockton etc. R. R. Co., 130 Cal. 100, 62 Pac. 267.)

The cancellation and surrender of a note of a corporation is a sufficient consideration to support a renewal note executed by its president in his individual name. (Hobson v. Hassett, 76 Cal. 203, 9 Am. St. Rep. 193, 18 Pac. 320.)

Where plaintiff paid certain sums to prevent suit against corporation at instance of president and superintendent, and president thereupon made promissory notes in name of corporation for amount paid, and notes were ratified by board of directors, held transaction was within scope of business of corporation intrusted to president as superintendent and managing agent; and held, further, plaintiff having paid money at corporation's request, validity of original obligation could not be inquired into. (Seeley v. San Jose etc. Co., 59 Cal. 22. To same effect: Santa Cruz R. R. v. Spreckels, 65 Cal. 199, 6 Pac. 744; Pauly v. Pauly, 107 Cal. 18, 48 Am. St. Rep. 102, 40 Pac. 29. Note citation: Hall v. Turnpike Co., 87 Am. Dec. 76.)

President of a corporation engaged in buying and selling machinery, who is authorized by the by-laws to transact its ordinary business without consulting the board of directors, has authority to buy machinery for the corporation, and give its promissory note therefor, without a resolution of the board. (Siebe v. Joshua Hendy etc. Co., 86 Cal. 390, 25 Pac. 14. Note citation: Ceeder v. Lumber Co., 24 Am. St. Rep. 137.)

Promissory note executed by president of corporation to himself as payee, and purporting to be note of corporation, is invalid, unless authorized or ratified by the directors, though consideration be a debt which is honestly due from the corporation to the president. (Smith v. Los Angeles etc. Co., 78 Cal. 289, 12 Am. St. Rep. 53, 20 Pac. 677.)

In absence of proof of authority to sign, the signatures of the president and secretary of a corporation to the petition provided

for by the act of 1872, providing for the opening of Montgomery avenue, must be rejected. (Kahn v. Board of Supervisors, 79 Cal. 388, 21 Pac. 849.)

The president of a corporation, who was its general manager, and was by general resolution authorized to sell its lands and make conveyances, is authorized to bind the corporation by a contract executed by him in the name of the corporation, as president, constituting a party the exclusive agent for the sale of its lands in certain counties, and requiring of him the performance of other services. (Pettibone v. Lake View Town Co., 134 Cal. 227, 66 Pac. 218.)

Where power is defectively conferred by a corporation on its president to contract with a city for the improvement of a street, but the contract is made and the work performed and the assessment issued and suit begun by the corporation, the city and corporation are estopped to deny due execution of the contract, and the lot owner, when sued for the assessment, cannot allege that the contract was not executed by the corporation. (Oakland Paving Co. v. Rier, 52 Cal. 270.)

The president and managing agent of a corporation possessing diseretionary powers in the conduct of the business of the company to purchase a house for the use of the corporation, and give a mortgage in the name of the corporation to secure the balance of payment, and although a resolution of the directors was rejected declaring the contract legal and valid, the contract is binding upon the corporation by reason of its possession and use of the premises. (Shaver v. Bear River Co., 10 Cal. 396.)

The president of a corporation has no authority by virtue of his office to purchase or sell real property for the corporation at his discretion. The power can be conferred only by the board of trustees. (Bliss v. Kaweah etc. Co., 65 Cal. 502, 4 Pac. 507.)

A resolution passed by the board of trustees of a corporation, conferring on its president the full power of the company in reference to municipal street work, empowers the president to contract with the city in behalf of the corporation to improve a street. (Oakland Paving Company v. Ṛier, 52 Cal. 270.)

Manager-Powers and Duties of.-The responsibility of the manager of a corporation is not the same as that of a director, but he is the agent of the corporation, vested with great powers and grave responsibilities; and in the performance of his trust he is required to exercise reasonable skill, diligence and care, and to act in the highest good faith toward his principal, and for his failure to exercise due care in regard to the keeping of the accounts of the corporation, as required by the by-laws, he is responsible to the corporation. (San Pedro Co. v. Reynolds, 121 Cal. 74, 53 Pac. 410.) Manager of corporation may do in the transaction of its ordinary business all that the corporation may do. (McKiernan v. Lenzen,