A Manual of Corporate Management Containing Forms Directions And Information

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Accordingly a corporate official has only those powers which are conferred upon him or are incidental to the exercise of these powers.
The different sources from which the powers of cor- porate officials are derived are, in rank of their authority, (i) the statutes of the state, (2) the charter, (3) the by- laws, (4) resolutions of directors, and (5) usage.
Statutory provisions affecting corporate officials are few. The charter likewise but seldom contains provisions affecting the officers of t
...he corporation, though occasion- ally such provisions are inserted therein for the sake of permanence. The by-laws, however, usually prescribe the official powers and duties with fulness, and the directors, subject to the provisions of the higher authorities referred to, confer such other proper official powers and prescribe such other proper official duties as they see fit.
Beyond all these, it will usually be found that the offi- cers transact certain routine business 8 and perform certain duties as a matter of custom, and their acts are valid and binding upon the corporation, even though not specifically authorized.


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