the name of the Company, and moneys shall be withdrawn therefrom only by check signed by the Treasurer and countersigned by the President."

This is practically a repetition of requirements appearing in the section already quoted. The repetition is justified by the general importance of the subject, and as a matter of convenience and prudence as well. As will be noted, the signature of the checks by which the treasurer disburses the company funds is again, but more particularly specified; also the treasurer is again required to deposit the corporate moneys in the name of the company as they come into his hands, and in such depositary or depositaries as may be designated by the board of directors. No question could arise under these very explicit provisions as to the disposition and method of disbursing the corporate funds, except possibly through the failure of the board to designate a depositary. In such case the treasurer would undoubtedly have authority to deposit the funds in such suitable bank or banks as he himself might select and to continue so to do until a depositary was designated by the board. Such temporary deposits would, of course, be made in the company name.

In another very excellent set of by-laws fairly equal in comprehensiveness to those already quoted from, are found the following provisions relating to the treasurer and his duties.2

"ARTICLE XII.-TREASURER.

"Sec. 1. The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositaries as may be designated by the Board of Directors. He shall have the authority to endorse on behalf of the Company for the purpose only of transfer to the depositary bank or trust company, to be

2 Heath's Maine Laws, pp. 159, 160.

deposited therein, all checks, notes, drafts, warrants and orders.

66 Sec. 2. He shall disburse the funds of the Company as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and Directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Company, and at the regular meeting of the Board next preceding the annual meeting of the stockholders a like report for the preceding year.

"Sec. 3. The stock books, stock transfers and stock records shall be kept at the office of the Treasurer and in such form and manner and under such regulations as the Board of Directors may determine.

"Sec. 4. The Treasurer shall give the Company a bond in a sum, and with one or more sureties satisfactory to the Board of Directors, for the faithful performance of the duties of his office, and the restoration to the Company, in case of his death, resignation or removal from office, of all books, papers, vouchers, money or other property of whatever kind in his possession belonging to the corporation."

As will be noted, these provisions are even more cautious than those of the preceding by-laws. The treasurer's authority to endorse is restricted, the books of account must be the property of the company and the stock transfers and stock records which are usually within the province of the secretary-are to be kept in the office of the treasurer and in the form and manner prescribed by the board.

In the same by-laws under Article XIV, " Certificates of Stock," it is provided as follows:—

I.

"Sec. 1. All certificates of stock shall be signed by the President or Vice-President and by the Treasurer and shall have affixed thereto the corporate seal."

More commonly, except in those few states where the treasurer is required by statute to join in the signing of stock

certificates, the secretary is designated as the officer to join with the president in signing stock certificates.

In the same by-laws, Article XVI, “Contracts, Checks, Notes, Etc.," are found the following provisions :—

66 Sec. 2. All checks, drafts or orders for the payment of money shall, until the Directors otherwise order, be signed by the Treasurer. No check shall be signed in blank.

"Sec. 3. All notes and acceptances shall, unless the Directors otherwise order, be signed by the President, or Vice-President, and the Treasurer."

Here the treasurer alone signs the company checks. Apparently this is a departure from the cautious provisions characteristic of this set of by-laws. The wisdom of placing the company funds unreservedly in the hands of the treasurer is more than doubtful. Almost invariably, a second signature or countersignature is required so as to make disbursements of the company funds impossible save with the knowledge and formal concurrence of at least two officials of the corporation.

The power of the treasurer over disbursements is, however, qualified in the present provision by the phrase, "until the Directors otherwise order." Under this sweeping proviso the directors have absolute power to change the signature to the company checks, drafts and orders at discretion. They might, if they thought proper, require one or more additional signatures or might even take away from the treasurer entirely the power to sign checks. Without this clause the directors would, however, under the wording of the provision quoted, still have had power to require a countersignature on the company's checks. They could not have denied the treasurer's power to sign checks but could supplement this provision by requiring a countersignature.

The provision prohibiting the signing of checks in blank. is unusual and hardly necessary. Emergencies might on rare occasions arise where such a proceeding would be justified.

Otherwise it is too obviously improper to require express prohibition.

§ 31. Comprehensive Provisions. First Set.

In the by-laws of the larger corporations it is usually though not invariably the case that the powers and duties of the treasurer are specified in much detail. The provisions relating to the treasurer given in this and the following section are of this nature.

In the carefully drawn and comprehensive set of by-laws from which the following articles are taken, the statement of the powers and duties of the treasurer is somewhat exhaustive.

"The Treasurer shall be the custodian of the funds and securities of the Company, except as otherwise directed by the Board of Directors, and shall be responsible for all moneys and other property of the Company under his charge; he shall keep full and accurate records and accounts, in books belonging to the Company, of all receipts, disbursements, credits, assets, liabilities and general financial transactions of the Company; he shall deposit all moneys and other valuable effects of the Company coming into his hands in such depositaries as may be designated by the Board of Directors or by the Finance Committee. His books and accounts shall be open at all times during business hours to the inspection of any Directors of the Company.

"He shall disburse the funds of the Company as may be ordered by the specific or general instructions of the Board of Directors or the Finance Committee, taking proper vouchers for all such disbursements; he shall endorse for collection or deposit all bills, notes, checks and other negotiable instruments of the Company, and deposit the same to the Company's credit; he shall sign all receipts and vouchers for payments made the Com

pany, and shall jointly with such other officer as may be designated by the Finance Committee, sign all checks made by the Company; he shall sign, with the President, or with such other person or persons as may be designated for the purpose by the Board of Directors of Finance Committee, all bills of exchange, promissory notes and bonds of the Company, and shall sign with the President, or with a duly authorized Vice-President, all certificates of shares of the Company's capital stock.

"He shall give bond to the Company in such sum, and with such sureties, and in such form, as shall be satisfactory to the Finance Committee, for the faithful performance of the duties of his office, and for the restoration to the Company, in the event of his death, resignation or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his custody and belonging to the Company.

"He shall render to the Directors and to the Finance Committee, as called for, all such statements and accounts as may be required of him; shall prepare an annual report showing the financial condition of the Company on the 31st day of December in each year, which report when made shall be presented to the next succeeding meeting. of the Board of Directors and to the annual meeting of stockholders; and shall make such other reports and do such other things incidental to his position as may be required of him by the Board of Directors or by the Finance Committee."

This leaves but little to be said. As it will be noted, however, the treasurer is carefully subordinated to the authority of the board of directors and of the finance committee in almost every detail of his duties.

In the same by-laws assistant treasurers are provided for as follows:

"Sec. 8. The Assistant Treasurer.

"The Assistant Treasurer, when appointed, shall, in the absence, the inability, the neglect or refusal to act of the Treasurer, be vested with all the powers and be required to perform all the duties of that official. At other