The title to corporate property is in the corporate entity; therefore, a personal bill of sale executed by the president does not transfer title, although he owns substantially all the stock. Palmer v. Ring, 113 N. Y. App. Div., 643; Saranac & L. P. R. R. Co. v. Arnold, 167 N. Y., 368; Buffalo L., T. & S. D. Co. v. Medina Gas Co., 162 N. Y., 67.

The president prima facie has power to do any act which the board of directors could authorize or ratify. Davies v. Harvey Steel Co., 6 App. Div. (N. Y.), 166; Prindle v. Washington Life Ins. Co., 73 Hun (N. Y.), 488.

The company cannot be estopped by the action of the president until it is shown that the president was authorized to bind it as to the matter in question. Millville Traction Co. v. Goodwin, 53 N. J. Eq., 448.

But when a contract is made by a manager in pursuance of specific instructions of those who have full power to bind the corporation the contract is valid. Stuart v. Staten Island Clay Co., 65 N. J. Law, 546.

The president of a building company has no implied power to award sub-contracts on construction work for which his company has the main contract. Murphy v. W. H. & F. W. Cone, 76 Atl. Rep., 323.

The president and cashier of a bank, as such, have no inherent power to execute, in the name and behalf of the corporation, a mortgage or conveyance of real estate. Leggett v. N. J. Mfg. & Bkg. Co., 1 N. J. Eq., 541; Bennett v. Keen, 59 N. J. Eq., 634.

A president and secretary have no power to execute, in the name of the corporation, a declaration against offsets to a mortgage, Voorhees v. Nixon, 72 N. J. Eq., 791; aff'd 69 Atl. Rep., 643.

As to when the president's agency is a question for the jury, see Loh v. Broadway Realty Co., 77 N. J. Law, 112.

Vice-president.

As to the powers and authority of a vice-president, see American Soda Fountain Co. v. Stolzenbach, 75 N. J. Law, 721; 16 L. R. A. (N. S.), 703, where it was held that the affidavit of consideration required to be affixed to chattel mortgages may be made by the vice-president of the corporation without allegation of specific authority. The fact that the affidavit was made by such officer is prima facie evidence of authority.

Secretary.

It is the duty of the secretary to keep the minute book of the company. The minutes of a corporation need not be entered up in the handwriting of the secretary; it is sufficient if they are

entered under his direction and approved by him. Wells v. Rahway White Rubber Co., 19 N. J. Eq., 402.

The law does not ordinarily imply in the secretary of a business corporation the power ex officio to bind the company by his act. He cannot, in the absence of special authorization, accept the surrender of a lease given by a corporation to its tenant and bind the corporation to pay the wages of the employees of the lessee. He may, of course, have larger powers by special appointment from the directors, and evidence of such powers may be found in the circumstances of the particular case. Harris v. Congress Hall Hotel Co., 76 N. J. Law, 367; Curry v. Id., 73 Atl. Rep., 124.

The secretary, by virtue of his office, may not make an affidavit upon which litigation is to be instituted. North Penn Iron Co. v. Boyce, 71 N. J. Law, 434.

In so far as this case holds that a corporation cannot act through an officer save as it has contracted with him and given him authority under the law of principal and agent, or that an administrative officer cannot make an affidavit in behalf of the corporation except as the alius, the agent of the corporation, and subject to the rules and limitations of an agent, it is criticized in American Soda Fountain Co. v. Stolzenbach, 75 N. J. Law, 721.

The secretary has no authority by virtue of his office to alter the terms of a contract made by the company in retaining attorneys to represent it. Scott v. N. Y. Filling Co., 75 Atl. Rep., 772.

When a secretary purchased a set of books and entered minutes of proceedings therein, the possession of the secretary was the possession of the company, and the secretary had no right to take books with him. Neither did he have a lien on the books for the purchase price or for his services. State ex rel. Ry. Co. v. Goll, 32 N. J. Law, 285.

Liability of treasurer for corporate funds.

Where a treasurer, with the company's consent, deposited funds in a bank to his credit, he was held entitled to allowance for deposits lost by failure of the bank. It was also held that he was not liable for interest on funds of the company in his hands, unless he had used them so as to earn interest, or for his own purposes. Laurel Springs Land Co. v. Fougeray, 57 N. J. Eq., 318.

Removal of officers.

"If there be a fixed term of office, removal must be for cause; but otherwise, unless limited by statute or by-law, the power to remove ministerial officers is absolute in the body that elects, subject only to a right of action if there be a breach of contract of employment. Thompson on Corporations, Sections 804, 805, 820. The president of a corporation has no securer tenure than any other ministerial

officer. Ibid, Section 4611. Our statute (Section 13) simply provides that every corporation organized thereunder shall have a president, secretary and treasurer, who shall be chosen either by the directors or stockholders as the by-laws may direct, and shall hold their offices until others are chosen and qualified in their stead. The by-laws of the Griffing Company directed that the directors shall choose these officers, but fixed no term of office, and at the meeting of November 23 were amended so as to give express power of removal. Such an amendment has been judicially upheld in this state. Weinburgh v. Union, &c., Advertising Co., 55 N. J. Eq., 640. The stockholders ratified the removal made under this authority." In re A. A. Griffing Iron Co., 63 N. J. Law, 168; aff'd Id., 357.

Certiorari is not the proper remedy to review a resolution of a corporation removing its president from office, or proceedings to reinstate or re-elect directors who had resigned, where mandamus or quo warranto are available remedies. Overman v. Manly Drive Co., 71 Atl. Rep., 1125.

When the by-laws provide that two-thirds of the whole board of directors shall vote in favor of the removal of an officer, the required number of affirmative votes must be had. Stephany v. Liberty Cut Glass Works, 76 N. J. Law, 449.

Torts committed by agents.

It is now thoroughly settled here as elsewhere that corporations are liable for torts which they may commit by agents, and that the pertinent inquiry when such liability is charged is (1) whether the act in question is one within the scope of the corporate powers, and (2) whether it was done by a person who was the agent of the corporation in doing it. W. J. & Seashore R. R. Co. v. Welsh, 62 N. J. Law, 655, 658; State v. Ry. Co., 23 N. J. Law, 360; Dock v. Elizabethtown Steam Mfg. Co., 34 N. J. Law, 312; Hoboken, &c., Co. v. Kahn, 59 N. J. Law, 218.

It may be sued for malicious prosecution, libel, and assault and battery. State v. Passaic, &c., Soc., 54 N. J. Law, 260, 265; Vance v. Ry. Co., 32 N. J. Law, 334; McDermott v. Evening Journal Ass'n, 43 N. J. Law, 488; aff'd 44 Id., 430; Brokaw v. Ry. Co., 32 N. J. Law, 328; Empire Cream Co. v. De Laval Dairy Co., 75 N. J. Law, 207.

The assent of executive officers to a tortious act renders the corporation liable in tort, and punitive damages may be awarded. Carey v. Wolff & Co., 72 N. J. Law, 510.

On the other hand, a corporation may sue for a libel against it in its business; special damage must be shown except where the imputed language is actionable per se. Trenton Mut. Life Ins. Co.

v. Perrine, 23 N. J. Law, 402; Empire Cream Separator Co. v. De Laval Dairy Supply Co., 75 N. J. Law, 207.

As to the responsibility of a corporation for the act of an officer in causing an arrest, see Hartdorn and Radcliff v. The Webb Manufacturing Co., 75 Atl. Rep., 893.

Authority to expel trespassers may be inferred from the conduct of an agent in charge of property belonging to a realty corporation. Dierkes v. Hauxhurst Land Co., 79 Atl. Rep., 361.

Compensation of employees.

A corporation may lawfully agree to pay an employee a specified proportion of its net profits as part compensation. Bennett v. Millville Imp. Co., 67 N. J. Law, 320. See further on this point notes to Section 47, respecting dividends, and Finley Rubber Varnish & Enamel Co. v. Finlay, 32 Atl. Rep., 740.

Other Officers.

14. The corporation may have such other officers, agents and factors, who shall be chosen in such manner and hold their office for such terms as may be prescribed by the by-laws.

P. L. 1846, p. 66; P. L. 1849, p. 302; Act of 1875, §19.

A statute that authorizes the doing of a certain act by a corporation or by its agent should be given effect by permitting the corporation to act either per se through its officer or per alium through its agent. American Soda Fountain Co. v. Stolzenbach, 75 N. J. Law, 721; 16 L. R. A. (N. S.), 703.

To bind the corporation the acts of its agents must be within the implied or apparent authority of that agent or must have been ratified by the corporation. Phoenix Pottery Co. v. Perkins Co., 74 Atl. Rep., 258.

See cases cited under Section 13.

Vacancies Among Directors.

15. Any vacancy occurring among the directors or in the office of president, secretary or treasurer by death, resignation, removal or otherwise, shall be filled in the manner provided for in the by-laws; in the absence of such provision such vacancies shall be filled by the board of directors.

P. L. 1846, p. 66; P. L. 1849, p. 302; Act of 1875, $20,

If the number of directors is increased the directorships thus created are not vacancies within the meaning of this section. In re A. A. Griffing Iron Co., 63 N. J. Law, 168; aff'd Id., 357.

As to the power to fill vacancies at common law, see Kearney v. Andrews, 10 N. J. Eq., 70.

First Meeting of Corporation.

16. The first meeting of every corporation shall be called by a notice, signed by a majority of the incorporators, designating the time, place and purpose of the meeting, which notice shall be published at least two weeks before the meeting in some newspaper of the county where the corporation is established; or said first meeting may be called without publication if two days' notice be personally served on all the incorporators; or if all the incorporators shall, in writing, waive notice and fix a time and place of meeting, no notice or publication shall be required; whenever under any of the provisions of this act, or any amendment thereto, a corporation is authorized to take any action after notice to its members or stockholders, or after the lapse of a prescribed period of time, such action may be taken without notice and without the lapse of any period of time, if such action be authorized or approved and such requirements be waived, in writing, by every member or stockholder of such corporation or by his attorney thereunto authorized.

(As amended by Chap. 58, Laws of 1902; P. L. 1902, p. 217.) P. L. 1846, p. 66; P. L. 1849, p. 303; Act of 1875, §22; P. L. 1891, p. 113.

Where all the incorporators but one were present at the first meeting, and he afterwards assented to what was done, the incorporation was held to be valid, although no notice was given. Babbitt v. East Jersey Iron Co., 1 Stew. Dig., p. 208, §13, not otherwise officially reported.