they see fit. The retiring treasurer should be given receipts for all properties turned over.

The corporate accounts are always the property of the corporation. Sometimes in the smaller corporations the books in which these accounts are kept have been purchased by the treasurer personally and the question as to their ownership then arises. As a matter of law, the treasurer must surrender the books in which the accounts are kept although these books have been purchased with his personal funds. He is entitled in such case to payment for the books but he cannot withhold them as a means of enforcing this payment or on the plea that they are his. 20

In order to prevent any complications on this score, it is sometimes provided in the by-laws that the accounts of the company shall be kept in books belonging to the corporation. Also a provision is frequently inserted in the by-laws requiring that the corporate books of account shall be surrendered to the company by the treasurer at the expiration of his term of office. A similar provision is usually included in the treasurer's hond.

20 State v. Goll, 32 N. J. L. 285 (1867); High on Extraordinary Legal Remedies, 306; see also § 12.

CHAPTER III.

DUTIES AND POWERS OF THE TREASURER.

§ 20. As Derived From Usage.

The special duty of the treasurer as fixed by immemorial custom is to receive, care for and pay out the corporate funds.1 This duty and the incidental powers necessary to its performance inure to him as a matter of course and in all cases, unless expressly denied by some competent authority, such as a charter or by-law provision. Beyond this the treasurer has no corporate duties or powers whatsoever save as they are given or allowed him by the corporate authorities. He is merely a special agent of the corporation appointed to care for its funds, and if he is to perform other duties, these must be assigned him and he must be empowered to their performance as in the case of any other agent.

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If the treasurer does act beyond the scope of his usual powers or duties, it is presumable that he has been duly authorized thereto, but if this is not the case the corporation is not bound by his acts and those dealing with him should, as a first step, ascertain the exact extent of his authority.2 He who deals with a corporation is chargeable with notice of the purpose for which it was formed; and when he deals with agents or officers of one of them, he is bound to know their powers and the extent of their authority. Corporations, like natural persons, are bound only by the acts and contracts of their

1 Second Ave. R. R. Co. v. Coleman, 24 Barb. (N. Y.) 300 (1857).

2 Parmelee v. Asso. Physicians, Misc. (N. Y.) 58 (1894); Craft v. South Boston Railroad Co., 150 Mass. 207 (1889); Alexander V. Cauldwell, 83 N. Y. 480 (1881); Bank v. Lumber Co., 116 N. C. 827 (1895).

agents done and made within the scope of their authority.' This statement is subject to the common law rules of agency that an agent exercising the powers usually pertaining to his position binds his principal even though he has exceeded his real power, if the party dealt with is unaware of the agent's lack of the usual authority; and that the continued exercise of certain powers by the agent, if acquiesced in by his principal, will estop him from denying the agent's authority. In other words, the treasurer may be empowered by custom, by implication or by usage as effectively and as absolutely as if authorized by an express enactment.*

Thus the treasurer of a corporation might receive and receipt for moneys due the corporation and the debt would be discharged if the payment were made in good faith, even though the right to receive and receipt for the corporate funds had been taken from the treasurer and conferred upon some other corporate official. Of if the treasurer has been accustomed to discount the corporate notes, it is entirely safe to deal with him in any such matter, as the corporation could not in the case of some particular note, deny the treasurer's power and refuse to abide by and be bound by his action. So also in matters entirely outside the treasurer's ordinary duties. If he has been accustomed to act and his acts have been known to the board of directors and have been approved by them, or have not been denied by them, he acquires authority thereto as a matter of usage and his acts therein are binding upon the corporation.

It may be noted that in Massachusetts it is held that the treasurer of a trading or manufacturing corporation has authority by virtue of his office and without other authorization,

3 Angell & Ames on Corps., § 297.

Chicago Fire Co. v. Chicago Nat. Bk., 176 Ill. 224 (1898); Fifth Ward Sav. Bk. v. First Nat. Bk., 48 N. J. L. 513 (1886).

See § 49.

Phillips v. Campbell, 43 N. Y. 271 (1870); Moore v. Gaus, etc. Co., 113 Mo. 98 (1892).

to make, accept, endorse, issue and negotiate notes and drafts." This rule is unusual, not obtaining in any other state of the Union.

§ 21. Acquiescence or Ratification.

If the treasurer acts beyond his specific authority, and such act is known to the directors of the corporation and is not denied by them, the corporation is bound. A disavowal, to be effective, must be prompt. Otherwise the board is estopped by its apparent acquiesence and cannot come in after the transaction has been consummated and repudiate the act of its agent as unauthorized.8

Also in any case where the board accepts the proceeds or benefits of the otherwise unauthorized action of the treasurer, it is held to thereby ratify the transaction and cannot deny or rescind it thereafter. The directors might, if they desired, disavow the act and refuse to receive its benefits and the corporation would not then be bound and could not be held responsible in any way for the treasurer's unauthorized act. When, however, the directors accept the advantages to be derived from an unauthorized action of the treasurer, they have committed the corporation, and they cannot thereafter take refuge behind the treasurer's lack of authority, but must abide the consequences of the ratification involved in their acceptance.9

Also a corporation may expressly ratify and confirm actions taken by the treasurer outside the line of his regular duties and the corporation is then bound as firmly as if such actions had been authorized in advance. In other words, ratification after an act is as effective and binding upon the

7 Merchants' Bk. v. Citizens' Gas Light Co., 159 Mass. 505 (1893); Lester v. Webb, 83 Mass. 34 (1861).

8 St. James Parish v. R. R., 141 Mass. 500 (1886); Darst v. Gale, 83 Ill. 136 (1876); Washington Sav. Bk. v. Butchers & Drovers Bk., 107 Mo. 133 (1891); Indianapolis Rolling Mill v. St. Louis, etc. R. R., 120 U. S. 256 (1886).'

Insurance Co. v. McCain, 96 U. S. 84, 86 (1877); Taylor v. Navigation Co., 105 N. C. 484 (1890); McKenzie v. Poorman Silver Mines of Colo., 88 Fed. Rep. 111 (1898); Jacksonville, etc. Co. v. Hooper, 160 U. S. 514 (1896).

corporation as authorization before the act, or as expressed in an early New York case, "The averment that an agent acted by due authority is sustained by proof of subsequent ratification." This rule applies not only to the treasurer but to all other officers and agents of the company.

§ 22. Statutory Provisions.

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As already stated, statutory provisions referring specifically to the treasurer are found in a comparatively limited number of states and but few of these provisions refer to his powers and duties. The most common provision of this kind is the requirement that the treasurer shall make, or join with other officials in making certain specified statutory reports. In some few states, as in New Jersey, he must, with some other officer, sign stock certificates. In Ohio, North Dakota and some other states, the corporation is required by statute to keep books of account. In Pennsylvania the treasurer must keep the moneys of the corporation in a separate book account to his credit as treasurer.1 11

It may be stated, broadly speaking, that the statutes do not in any case define the specific duties of the treasurer beyond such few and rather general requirements as those referred to in the preceding paragraph. The whole matter is left almost entirely to the discretion of the corporation.

§ 23. Charter Provisions.

In most states of the Union provisions relating to the powers and duties of the treasurer must be incorporated in the charter. In some few states, as in New York and New Jersey, the statutes permit special charter provisions and any desired specifications as to the treasurer's duties and powers, or any other matters of corporate management may be embodied therein.

10 Hoyt v. Thompson, 19 N. Y. 207 (1859).

11 Laws of 1874 (Pa.), Act 32, § 9.