The charter fixes the powers of a corporation, to contract, and the charter, and by-laws, usually fix the method of appointment of its agents.7 The corporation may adopt the act of one, as its own act, where the authority to originally bind the corporation was wanting, if the act performed lies within the scope of the corporate powers, and the agent acted, as the agent of the corporation. The corporate agent, may or may not, be a member of the corporation. When the appointment of an agent is ultra vires, that is beyond the powers of the corporation, the appointment is invalid, and the agent usually does not bind the corporation, except in the case where the corporation accepts the benefits of the agent's acts, and in that case they would be liable to the agent, in some cases at least, on a quantum meruit, and to third persons, under the principle of estoppel.