edge. (Gribble v. Columbus Brewing Co., 100 Cal. 67, 34 Pac. 527. See Blood v. Water Co., 113 Cal. 231, 41 Pac. 1017, 45 Pac. 252; Thomasson v. Church, 113 Cal. 561, 45 Pac. 838.)

When president of corporation inserted provisions in a mortgage which the corporation could authorize, but had not authorized, and the corporation led the mortgagees to believe that the conditions were authorized, and enjoyed the benefits of the mortgage, such acts of the corporation constitute a ratification of the acts of the president, and an estoppel in pais, precluding the corporation from questioning his authority. (Gribble v. The Columbus Brewing Co., 100 Cal. 67, 34 Pac. 527.)

A corporation by accepting the contract of its president, takes it cum onere, and cannot insist upon its contract rights thereunder, and repudiate the representations of its president, which constituted the inducement to plaintiff to make the contract. (Balfour v. Irrigation Co., 123 Cal. 395, 55 Pac. 1062.)

The fact that notes signed in the name of the corporation by its president were executed in contravention of its by-laws is immaterial, where the corporation approved his action; and a corporation whose internal policy requires its contracts to be executed in a certain manner may, by acquiescence, become liable upon contracts made by its agents in some other manner. (Illinois etc. Co. v. Pac. Ry. Co., 117 Cal. 332, 49 Pac. 197.)

A payment by a corporation to one of two physicians contracted with by its president to perform services on an employee, and an offer to pay a reasonable sum to the other, ratifies the authority of the president to make the contract, and the corporation cannot after the services have been rendered, be permitted to repudiate the contract, and deny its liability. (Fraser v. S. F. Bridge Co., 103 Cal. 79, 36 Pac. 1037.)

It seems that, under proper circumstances, the authority of an agent to negotiate securities includes the right to pledge them, and where the president of a company authorized to sell its bonds was known to be in the practice of pledging them, and the company accepted and used the money realized by such pledge without objection, and failed to object within a reasonable time after knowledge of the pledge, it must be held that such company acquiesced in and ratified such pledge. (Illinois etc. Co. v. Pac. Ry. Co., 117 Cal. 332, 49 Pac. 197.)

A corporation will not be permitted, after allowing a person to act as its secretary, and causing him to authenticate its records, to object to the regularity of his appointment, or to repudiate an obligation signed by him as secretary, under authority of its board. of directors. (Barrell v. Land Co., 122 Cal. 129, 54 Pac. 594.)

The ratification of an attempted assignment made by a board of directors of the corporation after an action has been commenced on the account of the assignee is too late to avail the assignee. (Read v. Buffum, 79 Cal. 77, 12 Am. St. Rep. 131, 21 Pac. 555.)

The levying of an assessment to pay a debt purported to be secured by a void mortgage does not validate such mortgage. (Alta Silver M. Co. v. Alta P. M. Co., 78 Cal. 629, 21 Pac. 373.)

Corporation is not estopped to deny validity of an unauthorized act of an agent, when it has not availed itself of any benefit from bis act. (Bliss v. K. C. & I. Co., 65 Cal. 502, 4 Pac. 507.)

A corporation cannot be held liable upon the unauthorized contract of its secretary, on the ground that it had accepted its benefits, if, in fact, it expressly repudiated the contract, and the work done under it proved worthless. (Thomasson v. Grace M. E. Church, 113 Cal. 558, 45 Pac. 838.)

For Ratification by Directors: See annotations to section 305, C. C., post.

Estoppel: See under subdivision 8, sec. 354, C. C., post.

Personal Liability of Officers.-When a contract, by its terms, binds the corporation and not the officers personally, but is made without authority, so that the corporation is not bound if any personal liability exists against officers, it results from the wrong done by the officers in acting without authority. (Hall v. Crandell, 29 Cal.

567, 89 Am. Dec. 64.)

At common law the officers of a corporation are not liable personally on a promissory note of corporation made by them as such officers, in which the promise to pay is made by the corporation and not by the officers personally. (Hall v. Crandell, 29 Cal. 567, 89 Am. Dec. 64.)

Equity, at the instance of a shareholder, will restrain a corporation and its officers from doing any acts, even within the scope of corporate authority, if such acts, when done, would amount to a breach of the trust upon which the authority itself had been conferred. (Wright v. Oroville etc. Co., 40 Cal. 20. To same effect: Aston v. Dashaway Assn., 84 Cal. 67, 22 Pac. 660, 23 Pac. 1091.) The trustees of a corporation, who make and sign notes as such trustees, with the intention of not binding themselves, are not personally liable, even if they had no authority from the corporation to make the notes. (Blanchard v. Kaul, 44 Cal. 440. To same effect: Bean v. Pioneer Min. Co., 66 Cal. 451, 56 Am. Rep. 106, 6 Pac. 86; Hobson v. Hasset, 76 Cal. 206, 9 Am. St. Rep. 196, 18 Pac. 320.)

The fact that the bookkeeper of a corporation was appointed by the president, and not by the manager thereof, cannot relieve the manager from liability for false entries in the books, and defaleations made by the bookkeeper, where the fraud and defalcations of the bookkeeper were made possible by the manager's own fault; and where, if he had given strict and upright attention to his duty, the embezzlement of the bookkeeper could not have been successfully carried out. (San Pedro Co. v. Reynolds, 121 Cal. 74, 53 Pac. 410.)

Liability of Sureties on Official Bonds.-Liability of corporate officer for loss of moneys while in his possession depends on his contract and exercise of due diligence. (Odd Fellows' Assn. v. James, 63 Cal. 598, 49 Am. Rep. 107. Note citations: 95 Am. Dec. 125; 56 Am. Rep. 66.)

Violation of duty on part of officer in failing to pay moneys over constitutes breach of bond conditioned for faithful performance of his duties. (Odd Fellows' etc. v. James, 63 Cal. 598, 49 Am. Rep. 107.)

Liability for Money Lost or Stolen.-Secretary of corporation whose duty it is to receive all money due the corporation, and pay the same over to the treasurer, must exercise reasonable diligence in paying over any money received by him, or if he fails to do so, and the moneys are stolen from him, he is liable therefor. Sureties on bond of such secretary conditioned for faithful performance of his duties, are also liable for moneys so stolen. (Odd Fellows' etc. Assn. v. James, 63 Cal. 598, 49 Am. Rep. 107.)

Misappropriations.-Sureties upon bond of secretary of savings bank are not liable for misappropriation by him of moneys belonging to borrowers from the bank, which have been secured by note and mortgage to the bank, and placed upon special deposit in bags marked with borrowers' names, and subject to their call. (Humboldt Savings & Loan Society v. Wennerhold, 81 Cal. 528, 22 Pac. 920.)

Duration of Bond.-When bond of secretary is expressly conditioned that he shall faithfully perform the duties of his office so long as he shall continue in office as secretary, the fact that he was appointed by a board of directors which was elected for only one year, will not limit the liability of the sureties to that year, but will continue during actual holding, if no duration of term is fixed in appointment or by statute, or by by-law of corporation. (Humboldt Savings & Loan Society v. Wennerhold, 81 Cal. 528, 22 Pac. 920. See note to Bank v. Yard, 24 Am. St. Rep. 526.)

Compensation of Officers.-Salaries of executive officers of a corporation need not be fixed by resolution of the board of directors. (Smith v. Woodville etc. Co., 66 Cal. 399, 5 Pac. 688. To same effect: Greig v. Riordan, 99 Cal. 322, 33 Pac. 913.)

On the other hand a resolution of the board of directors of a corporation, reciting that the salary of the president was fixed at a certain sum for preceding year, is an admission that the salary was so fixed for that time, but not for a prior year. (Smith v. Woodville etc. Min. Co., 66 Cal. 398, 5 Pac. 688.)

The presumption that directors of corporations render their services gratuitously, in the absence of an express contract, does not apply to onerous services, not pertaining to the office of director, which could not reasonably be expected to be performed for noth Corporation Laws-10

ing. In such cases, there is an implied agreement to pay what the services are reasonably worth. (Bassett v. Fairchild, 132 Cal. 637, 64 Pac. 1082, Harrison, J., Temple, J., and Beatty, C. J., dissenting.)

A contract between a corporation and its superintendent, that his personal supervision was to be given to the business of the company in consideration of the purchase of certain shares of its stock by a third person, is to be construed as precluding any other consideration for the services. (Wetmore v. Wetmore Co., 113 Cal. 321, 45 Pac. 679.)

In absence of a prior agreement, a director is not entitled to compensation for his services, nor can they vote a salary to a director as president when he takes part in the proceeding, or his vote is necessary for the adoption of the resolution. (Wickersham v. Crittenden, 93 Cal. 17, 28 Pac. 788.)

Secretary of a corporation, though entitled to compensation for services, is chargeable with knowledge of usage to the contrary. (Fraylor v. Sonora Min. Co., 17 Cal. 594. To same effect: Rosborough v. Shasta R. C. Co., 22 Cal. 561; Burns v. Sennett, 99 Cal. 372, 33 Pac. 916; McCarthy v. Mt. Tecarte etc. Co., 111 Cal. 338, 43 Pae. 956.)

The president of a corporation, in the absence of usage to contrary, is entitled to compensation for his services, and if the rate is not fixed by special contract, he is entitled to what his services are reasonably worth. (Rosborough v. Shasta etc. Co., 22 Cal. 556.)

When, after serving two years, with an understanding that he was to be paid, a president was re-elected, and an order was passed estab lishing his compensation at fifty dollars per month, the order was an agreement to pay for the past as well as future services, and was a contract in writing to pay for past services which was not barred until four years from date of order. (Rosborough v. Shasta etc. Co., 22 Cal. 556.)

Where officer is elected for one year with monthly salary, statute of limitations does not begin to run against claim for salary until end of year. (Rosborough v. Shasta etc. Co., 22 Cal. 556.)

Superintendent and general manager of corporation, who is also a stockholder and director thereof, is not entitled to compensation for services rendered in the absence of a contract, express or implied, for such compensation. In action on such implied contract, evidence is admissible to prove any fact which would throw any light upon the relation of the parties, or tend to show their intention. (McCarthy v. Water Co., 111 Cal. 328, 43 Pac. 956.)

In absence of written contract to pay compensation for services rendered by superintendent and manager of corporation, who is also a stockholder and director thereof, action to recover for such services is barred in two years, if based upon a mere resolution of the directors appointing to those positions. Such an employment is not

founded on a written instrument. (McCarthy v. Water Co., 111 Cal. 328, 43 Pac. 956.)

Extra Compensation.-It will be presumed from а resolution awarding extra compensation that the secretary performed extra services and received only a reasonable compensation therefor in the absence of proof that he did not perform the extra services or that he was overpaid therefor. (Zellerback v. Allenberg, 99 Cal. 57, 33 Pac. 786.) (

Subd 6. Election and Tenure of Officers.-The authority conferred by this provision has reference, technically, to the appointment of officers rather than to an election of them in the mode provided by statute for the election of directors. (Wickersham v. Brittan, 93 Cal. 38, 28 Pac. 792, 29 Pac. 51.)

A verbal agreement among stockholders of a corporation to the effect that a stockholder was to be elected president for two years, there being no agreement that the stockholder should be elected a director, and no means provided for carrying out the agreement, is void and cannot be specifically enforced. (Dulin v. Pacific etc. Co., 103 Cal. 357, 35 Pac. 1045, 37 Pac. 207.)

Removal of Officers.-Proceedings under act of March 21, 1872, for removal of officers of corporations, are special and to invest the superior court with jurisdiction, requirements of the act must be complied with, and it must so appear on the face of the record; otherwise the court has no jurisdiction to proceed. (Chollar Mining Co. v. Wilson, 66 Cal. 374, 5 Pac. 670. Note citation: Gunn v. Howell, 62 Amr. Dec. 792.)

BY-LAWS TO BE COPIED AND OPEN TO INSPECTIONAMENDMENT OF.

Sec. 304, C. C. All by-laws adopted must be certified by a majority of the directors and secretary of the corporation, and copied in a legible hand, in some book kept in the office of the corporation, to be known as the "Book of By-laws," and no bylaw shall take effect until so copied, and the book shall then be opened to the inspection of the public during office hours of each day except holidays. The by-laws may be repealed or amended, or new by-laws may be adopted, at the annual meeting, or at any other meeting of the stockholders or members, called for that purpose by the directors, by a vote representing two-thirds of the subscribed stock, or by two-thirds of the members. The written assent of the holders of two-thirds of the stock, or two-thirds of the members if there be no capital stock,