The treasurer is one of the executive officers of the corporation. For a clear understanding of his position, duties and liabilities, a brief consideration of the general legal status of corporate officials is essential. The term "officers" is here applied to those permanent agents of the corporation appointed or elected-usually by the board of directors-as the direct representatives of the board and of the corporation. The directors are themselves at times and with legal correctness styled officers, but to avoid confusion the term is restricted in the present volume to the offiIcials subordinate to the board. The board of directors of a stock corporation, unless it is otherwise expressly provided by proper charter or by-law provision, has the entire management and control of the property and affairs of the corporation.1 This board, however, merely directs. It decides what must be done, but its decisions are carried into effect by means of agents who are usually the 1 Burden v. Burden, 159 N. Y. 287, 308 (1899); Sellers v. Greer, 172 Ill. 549 (1898); Ellerman v. Chicago, etc. Co., 49 N. J. Eq. 217 (1891). officers of the corporation. In the absence of preventing statutes, the election or appointment of these officers might, by proper charter or by-law provision, be reserved to the stockholders, but almost invariably, by express statutory, charter or by-law provision, the power of appointment is vested in the board of directors. Hence one of the first actions of the board after its own election is the appointment of officers. Certain corporate officers are usually specified and required by the statutes of the state, or by the charter or by-laws of the corporation, and as to these the board of directors has no discretion. Such officers are therefore elected as a matter of course, but beyond this the board may appoint other officers or agents as may be necessary, or it may leave the designation of subordinate agents to the executive officers of the corporation. § 2. Officers of a Corporation. The necessary officers of a corporation-termed executive officers are the president, secretary and treasurer. In the smaller corporations two of these offices are frequently held by one person. When this arrangement exists, it is usually authorized by a charter or by-law provision, but without such authorization the board would still have power to combine any two non-conflicting official positions in one person if it seemed desirable. It is imperative, however, that the duties of the combined positions should not conflict.2 For instance, where the statutes require the president and treasurer to sign stock certificates, as is the case in New Jersey, or where the by-laws require the treasurer to sign and the president to countersign checks, as is frequently the case, these two offices cannot properly be combined in one person. In the larger corporations, on the other hand, additional officers are frequently elected, such as one or more vice-presidents, a managing director or a general manager, a counsel, 2 * People v. Green, 58 N. Y. 295, 304 (1874); Sargent v. Webster, 54 Mass. 497 (1847); II Cook on Corps., § 712. an auditor and various assistant officers. The power to elect these additional permanent officers is usually conferred and its exercise made incumbent on the board by the charter or bylaws, except as to the less important officials, whose appointment is ordinarily left entirely to the discretion of the board. § 3. Powers and Duties of Corporate Officials. The routine duties of the various officers are usually set forth in the by-laws of the corporation. Other duties are sometimes prescribed by the charter of the corporation or by the statutes of the state. In addition to these, the officers must perform such other acts and duties as may be properly required of them by the board of directors.3 The officials of a corporation have only such power as is conferred upon them, and the mere fact of election to office does not in itself confer any power. Custom or usage may have attached certain duties to certain offices, but the corporation may disregard this custom or usage and assign such duties to the different officials as it sees fit. Speaking generally, then, by mere virtue of his office, "the president of a corporation has no power to buy, sell or contract for the corporation, nor to control its property, funds or manage ment," nor has the secretary or treasurer any greater power. To legally act for their corporation, to properly bind it by contract and to deal generally with third persons in its behalf, the officers must be authorized thereto either by the statutes of the state, the charter or by-laws of the corporation, the resolutions of the board of directors, or, in the silence of these superior authorities, by usage. Under these circumstances, when the board elects or East, etc. Co. v. Brower, 80 Ga. 258 (1888); Madison, etc. Co. v. Griffin, 3 Ind. 277, 282 (1852). R. R. Co. v. Bayne, 11 Hun (N. Y.) 166, 171; Aff'd, 75 N. Y. 1 (1877). Hallenbeck v. Casket Co., 117 Mich. 680, 684 (1898); Alexander v. Cauldwell, 83 N. Y. 480 (1881); Craft v. R. R. Co., 150 Mass. 207 (1889); III Clark & Marshall on Corps., §§ 701, 703, 704, 728. appoints a person as treasurer of the corporation, the appointee does not necessarily step into a position of generally recognized and clearly defined duties. On the contrary, in every corporation the requirements might be different. Usually there is a great similarity in the duties of the treasurer's office in different corporations, but this is a matter of custom and convenience, and not of necessity. Generally it may be said of corporate officials that they are the agents of the corporation and that there is no difference between the rules applying to the agents of a corporation and the agents of a natural person. The general law of agency applies to both. In either case the agent has only those powers which are expressly given him, or are conferred upon him by usage or custom, or which are incidental to the exercise of these powers. A corporate official must therefore, in order to determine his powers and his duties, examine the different sources from which his authority is derived. These empowering authorities are as follows: § 4. (a) Statutory Provisions Affecting Corporate Officials. There are no federal laws prescribing or directly affecting the powers and duties of corporate officials. There are, however, in many of the states some few statutory provisions, i. e., state laws, applying to or affecting the officers of corporations, and these are of the highest authority, being superior to the charter or by-laws of the corporation. That is, should the charter or by-laws deny an officer authority conferred on him by statute, or should they attempt to confer on him some authority expressly denied by statute, such charter or by-law provision would be absolutely void and of no effect. Statutory provisions affecting corporation officials are very limited as to scope and number. Some states have none. In other states the statutes merely specify that a president, secretary and treasurer, and perhaps other necessary officials, may be elected and that the by-laws shall prescribe their duties. In some states the laws provide that the treasurer must give bond, in others that the secretary must be sworn to the faithful discharge of his duties. Or again the laws will provide that the treasurer must allow stockholders to inspect the corporate books of account. In many states a punishment is imposed for making false or fraudulent entries in the books, for issuing misleading statements, and for failure to make certain prescribed reports. It is, however, generally true that state legislatures have not felt it necessary to prescribe the duties of corporate officials. Incidental provisions are found, but in every state of the Union the main powers and duties of the corporate officials are left to be determined by the corporation itself, and no material statutory restrictions exist as to the powers that may be conferred or the duties that may be assigned. This being so, it is obvious that the duties of the same officer in different corporations may be very different. The custody of the corporate funds might, should the corporation see fit, be assigned to the president, or the accounts of the corporation might be entrusted to the secretary, or the duty of keeping the corporate records might be assigned the treasurer. Usage prescribes certain duties for certain officers, but the corporation is not bound in this manner by usage and may modify or change the customary duties of its officers as seems to it best. In practice, minor changes in the duties of officials are common. 5. (b) Charter Provisions Affecting Corporate Officials. Next in authority to the statutes in corporate matters comes the charter of the corporation. Under the usual laws regulating incorporation, provisions affecting the powers and election of officers cannot be incorporated in the charter. In some states the inclusion of such provisions is permitted by express statutory enactment, as in New Jersey or New York, where the charter may contain "any other provision for the |