A corporation, although, in the eyes of the law a person, can, of course, do no act itself. Everything done by, or for, a corporation must be done through some officer or agent of the corporation. All officers of a corporation are agents of such corporations (within the proper scope of the duties of their respective offices), but an agent of a corporation is not necessarily an officer thereof.

The distinction between officers and agents was stated in the recent case of Vardeman vs. Penn. Mutual Life Insurance Company1 as follows: "The contract of insurance contained the following stipulation; 'no alteration of this contract or waiver of any of its conditions shall be valid unless made in writing and signed by an officer of the company.' The plaintiff in this case sought a reformation of the contract which would alter it materially and waive one of its conditions, upon the ground that the alteration and waiver were made by 'the general agent of the Company at Columbus.' In the case of Hutson vs. Prudential Ins. Co., 122 Ga., 847, 50 S. E. Rep., 1000, there was a stipulation that no provision or condition of the policy could be waived except by indorsement on the policy signed by the president, one of the vice-presidents, the secretary, the assistant secretary, or the actuary; and it was held that a general agent was without the authority to waive any condition in the policy, and that 'no person save the designated officers of the company would have such authority.' In the present case the person authorized to make the waiver is designated by the general term 'officer,' and the question is whether a general agent is an officer.

1 125 Ga., 117.

"One distinction between officers and agents of a corporation lies in the manner of their creation. An officer is created by the charter of the corporation, and the officer is elected by the directors or the stockholders. An agency is usually created by the officers, or one or more of them, and the agent is appointed by the same authority. It is clear that the two terms, officers, and agents, are by no means interchangeable. One, deriving its existence from the other, and being dependent upon that other for its continuation, is necessarily restricted in its powers and duties, and such powers and duties are not necessarily the same as those pertaining to the authority creating it. The officers, as such, are the corporation. An agent is an employee. 'A mere employment, however liberally compensated, does not rise to the dignity of an officer.' 21 Am. & Eng. Ency. of Law (2nd Ed.), 836. In Wheeler, etc., Mfg. Co. vs. Lawson, 57 Wis., 400, 15 N. W. Rep., 398, it was held that under a statute requiring an affidavit to be made by an officer of a corporation, the general agent or managing agent, within the state, of a foreign corporation is not an officer. In Farmers L. & T. Co. vs. Warring, 20 Wis., 290, service was made upon the 'principal agent' of a corporation holding in trust a railroad when the statute required service upon 'principal officer.' In answering the question whether or not the agent was a principal officer, the court said: 'It is evident he was not and must be regarded only as an agent, not as an officer of any kind, much less a principal officer.' A ruling that a 'general manager' of a corporation was not authorized to verify pleadings, under a statute requiring verification by 'an officer' was made in Meton vs. Isham Wagon Co. (Supm. Ct. Spec. T.), 15 Civ. Pro. (N. Y.), 259; 4 N. Y., Supp. 215. In Raleigh, Etc. R. Co. vs. Pullman Co., 122 Ga., 704; 50 S. E. Rep., 1008, it was held that the term 'general manager' as applied to one representing a corporation, and especially a railroad corporation, imported an agent of very extensive authority; but it was not ruled that even the term 'general manager' would import that the person holding that position was necessarily an officer of the company. One distinction between an officer and an agent, suggested in Con. vs. Christian, 9 Phila. (Pa.), 558, 29 Leg. Int. (Pa.), 341, is that an officer of a corporation, if illegally excluded from his office may by mandamus compel the corporation to reinstate him; while an agent may be dismissed without cause, and his only remedy would be compensation in damages. It would not be contended that the 'general agent of the defendant at Columbus' in the event of his discharge, could be reinstated by mandamus. We do not think that the general agent at Columbus was an officer of the defendant company. Therefore his alleged waiver of a condition in the policy was not binding upon the company."