Though the election of an officer is irregular, if he afterwards acts, and is recognized by the company as such officer, his acts as such, within the scope of his authority, are binding on the company. (Partridge v. Badger, 25 Barb. 146.)

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[Number of Trustees.]-The act entitled "An act to authorize the formation of corporations for manufacturing, mining, mechanical and chemical purposes,' passed February seventeenth, eighteen hundred and forty-eight, is hereby amended so as to allow corporations to be hereafter [April 11, 1860] organized under said act, with not less than three and not more than thirteen trustees, instead of being limited to nine in number, as provided in said act. [Laws of 1860, ch. 269, § 1.]

[Number may be increased.]—The number of trustees in any corporation heretofore [April 11, 1860] organized under said act may be increased to not more than thirteen, as follows: The existing trustees of any such corporation, or a majority thereof shall make and sign a certificate declaring how many trustees the corporation shall have in the future management of its business, and stating the names of the new or additional trustees, which certificate shall be acknowledged or approved by a subscribing witness, and shall be filed in the office of the Secretary of State, and in the clerk's office of the county where the original certificate of incorporation was filed; and from and after the filing of such certificate, the trustees of such corporation shall be deemed increased to the number therein stated, and the persons so named shall be trustees until a new election of trustees shall be had, according to said act and the by-laws or regulations of said corporation. [Laws of 1860, ch. 269, § 2.]

[Officers.]—§ 5. There shall be a president of the company, who shall be designated from the number of the trustees, and also such subordinate officers as the company by its by-laws may designate, who may be elected or appointed, and required to give such security for the faithful performance of the duties of their office as the company by its by-laws may require.

Where an officer, though not empowered by the by-laws of the company to do certain acts-e. g., to sign notes or borrow money-has been permitted to do so, if not authorized for a long time, it was held, that one who had lent him money for the company and taken a check of the company, signed by him, could recover against the corporation. (Beers v. Phenix Glass Co., 14 Barb., 358.)

The president has no authority by virtue of his office merely, without reference to powers actually conferred, to borrow money for the company. (Life and Fire Ins. Co. v. Mechanic Fire Ins. Co., 7 Wend., 31.)

An authority given an officer to collect and pay debts, does not involve the power to sell and assign securities without authority from the trustees. (Jackson v. Campbell, 5 Wend. 572. See also Hoyt v. Thompson, 5 N. Y., 320; S. C. 3 Bosw. 267.)

[Trustees to make calls on stockholders.]—§ 6. It shall be lawful for the trustees to call in and demand from the stockholders respectively, all such sums of money by them subscribed, at such times and in such payments or installments as the trustees shall deemproper, under the penalty of forfeiting the shares of stock subscribed for, and all previous payments made thereon, if payment shall not be made by the stockholders within sixty days after a personal demand or notice requiring such payment shall have been published for six successive weeks in the newspaper nearest to the place where the business of the company shall be carried on as aforesaid.

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[To make purchases, issue stock, &c.]-The trustees of such company may purchase mines, manufactories and other property necessary for their business, and issue stock to the amount of the value thereof in payment therefor; and the stock so issued shall be declared and taken to be full stock, and not liable to any further calls; neither shall the holders thereof be liable for any further payments under the provisions of the tenth section of the said act; but in all statements and reports of the company, to be published, this stock shall not be stated or reported as being issued for cash paid into the company, but shall be reported in this respect according to the fact. [Laws 1853, ch. 333, § 2.]

The right to forfeit the stock for non-payment of subscriptions does not prevent the trustees, if they prefer so to do, to bring an action for the subscription. (Troy Turnpike Company v. McChesney, 21 Wend., 296; Northern Railroad Company v. Miller, 10 Barb., 260.) But the trustees cannot forfeit the stock and also sue for the subscription. (Small v. Herkimer Manufacturing Company, 2 N. Y. Reports, 330.)

In the absence of proof to the contrary, it will be presumed that a conveyance to the corporation is pursuant to its powers. (Farmer's Loan Company v. Curtis, 7 N. Y. Reports, 466.) And a corporation, although created only for a term of years, may purchase and hold lands in fee. (Nicoll v. N. Y. & Erie Railroad Co., 12 Barb., 460.)

[To make by-laws.]-§ 7. The trustees of such company shall have power to make such prudential by-laws as they shall deem proper for the management and disposition of the stock and business affairs of such company, not inconsistent with the laws of this State, and prescribing the duties of officers, artificers and servants that may be employed, for the appointment of all officers, and for carrying on all kinds

of business within the objects and purposes of such

company.

A by-law of a corporation declared that five directors should be a quorum for the transaction of "ordinary business." Held, that the general business of the corporation thus indicated, embraced the power of pledging or assigning assets to secure debts. (Hoyt v. Thompson, 19 N. Y. Reports, 207.) A by-law of a corporation, enacted under the express authority of an act of the Legislature, and in conformity with the power conferred, has the same force as if it were enacted by the Legislature. (Brick Church v. Mayor, &c., of N. Y., 5 Cow., 538; McDermott v. Board of Police, 5 Abbott's Pr., 422.)

[Stock transferable; use of funds.]—§ 8. The stock of such company shall be deemed personal estate, and shall be transferable in such manner as shall be prescribed by the by-laws of the company; but no shares. shall be transferable until all previous calls thereon shall have been fully paid in, or shall have been declared forfeited for the non-payment of calls thereon. And it shall not be lawful for such company to use any of their funds in the purchase of any stock in any other corporation. .

[Copy of Certificate to be evidence.]-§ 9. The copy of any certificate of incorporation, filed in pursuance of this act, certified by the county clerk or his deputy to be a true copy, and of the whole of such certificate, shall be received in all courts and places as presumptive legal evidence of the facts therein stated.

[Liability of Stockholders.]—§ 10. All the stockholders of every company incorporated under this act shall be severally individually liable to the creditors of the company in which they are stockholders, to an amount equal to the amount of stock held by them respectively, for all debts and contracts made by such

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company, until the whole amount of capital stock fixed and limited by such company shall have been paid in, and a certificate thereof shall have been made and recorded as prescribed in the following section; and the capital stock, so fixed and limited, shall all be paid in, one-half thereof within one year, and the other half thereof within two years from the incorporation of said company, or such corporation shall be dissolved.

A stockholder is not liable for debts of the corporation, which were contracted before he became a stockholder. (Tracy v. Yeates, 18 Barb., 152.) A person gave her note for a certain number of shares of capital stock, said stock to pass to her on payment of her note in full. It was held that she did not become a stockholder, so as to be liable as such, until the note was paid. (16.)

J. subscribed for stock on behalf of W., and at his request, the stock was apportioned to J. for W., and the latter paid the installments thereon. It was held that W. was a stockholder, and was personally liable from the date of the apportionment, and not merely from the date when the certificate was issued. As soon as the corporation has any property or valuable franchise, the members become stockholders in proportion to their respective interests. (Burr v. Wilcox, 22 N. Y. Reports, 551.)

Where a party was defrauded into a consent to take part in organizing a new company, but before the new organization was completed he discovered the deception, and actually abandoned the enterprise before the alleged default in filing the certificate, so that in truth there was no such corporation, then he is not liable. (Squires v. Brown, 22 Howard Pr., 35.) A stockholder is liable only to the amount of his stock. (Woodruff & Beach, Iron Works v. Chittenden, 4 Bosworth, 406; Garrison v. Howe, 17 N. Y. Reports, 458.)

[Exception as to Salt Companies.]-No incorporated company, organized or hereafter to be organized for the manufacture of salt, under this act, shall be deemed dissolved, or shall be dissolved on account of the capital stock of such company not being paid in, the one