A corporation can act only by means of agents. All its officers and employees are agents to do certain acts. A private banker or a partnership or joint-stock company has in practice the same kinds of officers and agents that a corporation has, with the exception of a board of directors and officers of the board. Some private banks have the same machinery for making loans or discounts that a corporation has. Where a private bank has officers such as an incorporated bank, the powers and duties of those officers, and the rules of law governing them, must be precisely the same.1

Sec. 74. Appointment Of Agents

A corporation and a private person may appoint an agent to do anything that the principal can do.1 In the case of a corporation the powers of the corporation are in the first instance lodged in a board of directors, who exercise the corporate powers. Certain portions of these powers are in practice delegated to agents, whose appointment need not be under seal,2 and the fact of agency, just as in the case of a private person as principal, may arise from the fact of acting as such agent with knowledge on the part of the principal or of those who represent it.3

Sec. 75. Corporate Officers

The officers of a corporation must be elected in the manner provided by its charter or in a manner consonant thereto.1 In practice the officers other than directors are generally elected or appointed by the board of directors, but the method pointed out by the charter must be followed.2 Yet as to third parties, de facto officers, that is to say officers who are publicly acting as such, but without proper appointment, election or qualification, will be held, certainly as to third persons, to be proper officers.3 Should vacancies occur, they must be filled as provided in the charter.4 The general officers of a bank usually hold until removed as provided by the charter or law, or until a successor is appointed and qualified.5 But a suspension of an officer does not take effect until the fact is brought to his knowledge.6

1 Austin v. Daniels, 4 Denio, 299; Bidwell v. Madison, 10 Minn. 13.

1 Bates v. State Bank, 2 Ala. 451.

2 Savings Bank v. Davis, 8 Conn. 191; Union Bank v. Ridgley, 1 H.

& G. 324; Townson v. Havre de Grace Bank, 6 Har. & J. 47.

3 Bradstreet v. Bank of Royalton, 42 Vt. 128.