Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/239

PART II.] ACTS WITHIN THE CORPORATE POWERS. [§ 258. Party con- tracting with corpo- rate agent cannot plead non- by corporate agents exist for the protection of the corporation, there is obviously no justice in allowing a party who has himself contracted with the cor- porate agent to plead the neglect of any formality on the part of the latter, provided the corporation has observance » . . ■, of formali- perlormed its side ot the contract, or is ready to do ties by the so. Consequently, except when the requirement is sureties on statutory, and expressly declares that unless it is ^"g 1 complied with, the contract or other act shall be void, the other contracting party will not be allowed to take advantage of its non-fulfillment. 1 Thus, sureties on the official bond of a cashier, conditioned for the faithful performance of his duties, will be bound, although the bond was not approved on the part of the bank in the manner required by its charter. 2 § 258. The formal requisites necessary to make the acts of the directors or trustees binding on the corporation Formaii- require particular notice. Where the management i^ s e r V elbv of the affairs of a corporation is vested in a board of directors, directors, the legal effect is to vest the directors with should act authority to act only when assembled as a board. Therefore, when a claim against a corporation is based on any particular contract alleged to have been executed by the di- rectors (to the validity of which the assent of a quorum of the directors was necessary), it is essential that the directors should have acted as a board in executing it. 3 Accordingly, a deed 1 Moreland v. State Bank, 1 Breese (111.), 263; Bates v. Bank of Ala- bama, 2 Ala. 451; Bond v. Central Bank, 2 Ga. 92. See Bank of South Carolina o. Hammond, 1 Rich. L. (S. C.)281. 2 Bank of TJ. S. v. Dandridge, 12 Wheat. 64; State Bank v. Chatwood, 3 Halsted (N. J.), 1; Bostwick v. Van Voorhis, 91 N. Y. 353; see § 249, note. 3 Baldwin v. Canfield, 26 Minn. 43; Stoystown, etc., Turnpike Road Co. v. Craver, 45 Pa. St. 386; Hillyer v. Overman Silver M'g Co., 6 Nev. 51; Lockwood v. Thunder Bay River Boom Co., 42 Mich. 536, 539; Gash- wiler v. Willis, 33 Cal. 12; D'Arcy v. Lamar, etc., R'y Co., L. R. 2 Ex. 158; S. C, 4 H. & C. 463. See Junction R. R. Co. v. Reeve, 15 Ind. 236; Yellow Jacket Silver M'g Co. v. Stevenson, 5 Nev. 224; First Nat. Bank v. Christopher, 40 N. J. L. 435, 437; Despatch Line of Packets v. Bellamy M'f'g Co., 12 N. H. 205, 224; Edgerly v. Emerson, 23 N. H. 555, 567; Noblesville Gas Co. v. Loebr, 124 Ind. 79; Allemong v. Sim- mons, ib. 199; Monroe Mercantile Assn. v. Arnold, 108 Ga. 449; Calu- met Paper Co. v. Haskell Show Pr. Co., 144 Mo. 331; Alabama Nat. Bk. v. O'Neil, 128 Ala. 192; Broughton v. Jones, 120 Mich. 462. Compare Limer v. Traders Co., 44 W. Va. 175; 219