A board of directors is not an adjunct of a private bank, unless it be a joint-stock company, but sometimes a private bank has what is called a discount or loan committee. A board of directors, it has been said, is not necessary to a corporation,1 but it is believed that now no corporation for banking purposes exists without a body of officers corresponding thereto, whether they are called directors, governors or trustees. The directors acting as a board2 are charged with all the corporate power.3 They may deal with the bank's property and transfer it in whole or in part.4 They may release its obligations5 and compromise its claims.6 They may loan its funds7 and borrow money.8 They may pledge the faith of the bank where the act is not ultra vires,9 define the authority of its officers,10 employ and empower its officers and agents to do anything the board could lawfully do;11 may delegate certain powers to a committee whose acts will bind the bank.12 They may ratify acts of officers done without authority,13 unless they are acts which the board itself could not lawfully do or authorize to be done. They may authorize by their conduct a particular course of dealing beyond an officer's general authority,14 and they may make the bank liable by their negligence in keeping a dishonest officer,15 or by keeping silent when it is their duty to speak.16 They have the power finally to make a general assignment of the bank's property for the benefit of creditors,17 or they may authorize and direct a certain officer to do it; and they may in such an assignment, if the act be not forbidden by law, make preferences among creditors if the same be not fraudulent.18

418; Casey v. McDonald, 7 Ga. 84. And a bank may contract through other officers. Dana v. Bank of St. Paul, 4 Minn. 385.

11 Clark v. Metropolitan Bank, 8 Duer, 241.

12 See Sec. Sec. 32 and 33, supra, A tort by officers of the corporation, committed on its business, while it makes the corporation responsible for compensatory damages, will not necessarily render it liable for exemplary damages. See Lake Shore Ry. Co. v. Prentiss, 147 U. S 101, and Goddard v. Grand Trunk Ry., 57 Me. 202.

1 Gillett v. Campbell, 1 Denio, 520.

2 Acting individually when not specially authorized, the directors are not agents or officers of the bank. Louisiana State Bank v. Sen-ecal, 13 La. 525; Hughes v. Bank of Somerset, 5 Litt. 45; Harper v. Calhoun, 7 How. (Miss.) 203; East River Bank v. Hoyt, 41 Barb. 440.

3 Percy v. Millaudon, 3 La. 568; Burrill v. Nahant Bank, 2 Met 163.

4 Descombes v. Wood, 91 Mo. 196; National Bank v. Shumway, 49 Kan. 224; Cross v. Rowe, 22 N. H. 77. See also note 17.

5 Olney v. Chadsey, 7 R. I 224; Lewis v. Eastern Bank, 32 Me. 90.

6 Wolf v. Bureau, 1 Mart. (N. S.) 162; Baird v. Bank of Washington, 11S. & R. 411. Their fraud is immaterial as to one who acted in good faith. Frankfort Bank v. Johnson, 24 Me. 490.

7 Leavitt v. Yates, 4 Edw. Ch. 136.