The directors act as a board at meetings either specially called or fixed by the by-laws or general law or charter. Unless it be otherwise provided a notice need not be given of fixed and stated meetings.1 The rule has been carried so far as to apply to a special meeting.2 But unless the articles of agreement or by-laws, or a statute, provides otherwise, the notice need not state the object of the meeting unless business out of the usual nature is transacted.8 It is not necessary for the board to keep a written that such director takes part, although a majority of the board without the interested director vote for the proposition.

6 Chandler v. Monmouth Bank, 13 N. J. Law, 255.

7 Holland v. Lewiston Falls Bank, 52 Me. 564; Sawyer v. Pawners Bank, 88 Mass. 207; Penn v. First Nat. Bank, 130 Mass. 391; Blue v. Cap. Nat Bank, 145 Ind. 518

8 See cases cited in preceding note; but compare Leavitt v. Beers, Hill & D. Supp. 221, which holds otherwise.

1 See the case cited in the next note.

2 If it is the custom to hold directors' meetings, where a sufficient number is present no notice is required, unless the statute or a by-law requires it Am. Ex. Nat Bank v. First Nat Bank, 82 Fed. R. 961.

3 Savings Bank v. Davis, 8 Conn. 191.

record of their doings unless they are required to do so by the charter or the by-laws, for the acts of the board may be proven by parol.4 A quorum of the directors may act as a board;5 but if it be customary to allow less than a quorum to act, the doings of such less number will bind the corporation in regard to acts authorized by the customary mode of proceeding.6 The president, if he be one of the board, or if he is entitled to the powers of a director, is one of the quorum.7 The general rule is that the director cannot act in regard to a matter in which he is personally interested as against the bank; yet this rule would not apply to innocent third parties who had no notice of the director's interest.8 A director may resign and relieve himself from liability, although he be elected to hold for one year and until his successor be elected or appointed and qualified.9