poration rather than the protection of the public, or where the contract is made in violation of the charter, and persons acting in good faith and without notice would be injured thereby." So acts may be within the corporate purpose when incidental to and part of a valid entire transaction, although said acts might, if standing alone, be ultra vires. But implied powers must be those which are necessary to effectuate the powers expressly granted and necessary to accomplish the purposes of the corporate creation. This does not mean merely those implied powers which are indispensably necessary to carry out the grant of express power, but applies to those which are convenient, appropriate and suitable, including the right of reasonable choice of the means to be employed. There is, however, a limitation in this respect, in that an incidental power must not sustain merely a slight or remote relation to the express power granted, but it must be directly and immediately appropriate to the execution of the specific express authority conferred by the charter, having in view also what we have first stated under this section.10 And where corporations are organized under general laws, the articles of incorporation constitute their charter for the purpose of determining their powers. Again, the corporate organization must be completed by the election of a board of directors and the proper 11 1 Joyce on Ins. (ed. 1897), p. 87, § 34, and cases cited; McElroy v. Minnesota, etc., Co., 96 Wis. 317, 71 N. W. 652. 10 Central Ohio Natural Gas & F. Co. v. Capital City Dairy Co., 60 Ohio St. 96, 41 Ohio L. Jour. 312, 53 N. E. 711, 10 Am. & Eng. Corp. Cas. (N. S.) 228; State, Jackson v. Newman, 51 La. Ann. 833, 25 So. 408, 10 Am. & Eng. Corp. Cas. (N. S.) 217. See also United States: Pearsall v. Great Northern R. Co., 161 U. S. 646, 16 Sup. Ct. 705, 40 L. Ed. 838, revg. 73 Fed. 933. Illinois Illinois Health University v. People, Moloney, 166 Ill. 171, 46 N. W. 737: American Loan & T. Co. v. Minnesota & N. W. R. Co., 157 Ill. 641, 42 N. E. 153, 28 Chic. L. 11 North Point Consol. Irrig. Co. v. Utah & S. L. Canal Co., 16 Utah, 246, 52 Pac. 168, 40 L. R. A. 851, 8 Am. & Eng. Corp. Cas. (N. S.) 98. and statutory officers, before a corporation can condemn and take property.12 In a Minnesota case it is held that the presumption exists that a certain per cent. of the shareholders of a domestic corporation are citizens, and so the corporation may acquire real estate under the statute. 13 § 199. Corporate powers Debts-Notes - Contracts.- A street railway corporation has power at common law to give, through its directors, promissory notes, to incur debts and contract for their payment.14 A telegraph company organized in the United States has power to contract in Canada for the construction there of its line, and may compel performance by suit.15 A contract for laying electric conduits in a city is not authorized under a charter to manufacture insulated cables and wires, even though a sale to a large amount of its company's manufactured product is thereby effected, where the cost of fulfilling the contract is more than double the amount which may be realized from such sale, and the attendant risks of damages in the necessary prosecution of the work of laying such conduits, and from accidents, is very great. And where a contract is wholly executory, the want of authority to enter into such a contract constitutes a defense by the city, and an action at law will not lie in such case by the bidder for breach of contract, and to recover his deposit with the city.16 It will be observed that these cases are but another application of the principles limiting corporations to the exercise of their express and necessarily incidental powers. § 200. Powers of corporate officers - Directors, managers, superintendent, etc.- Decisions.- Directors of a street railway 12 Consolidated St. Ry. Co. v. Toledo Elec. St. Ry. Co., 6 Ohio N. P. 537, 8 Ohio S. & C. P. Dec. 268. 13 Northwestern Teleph. Exch. Co. v. Chicago M. & St. P. R. Co., 76 Minn. 334, 79 N. W. 315; Gen. Stat. 1894, § 5876. 14 Kneeland v. Braintree St. R. Co., 167 Mass. 161, 45 N. E. 86, 5 Am. & Eng. Corp. Cas. (N. S.) 473. See Sheridan Elec. L. Co. v. Chatham Nat. Bank, 52 Hun (N. Y.), 575, 24 N. Y. St. R. 622, 5 N. Y. Supp. 529, affd., 127 N. Y. 517, 40 N. Y. St. R. 311, 28 N. E. 467; 2 Cook on Corp. (4th ed.), pp. 1664, 1665 et seq., § 760. See 4 Thompson on Corp. (ed. 1895), § 5730 et seq. 15 Western Un. Teleg. Co. v. New Brunswick R. Co., N. B. Eq. Cas. 338. 16 Safety Insulated Wire & Cable Co. v. Baltimore (U. S. C. C. A., 4th Cir.), 42 U. S. App. 64, 20 U. S. C. C. A. 453, 74 Fed. 363. corporation may, in good faith, borrow money therefor, on their individual liability, and a trust deed on the corporate property, and for their own protection may purchase such property at a sale under said deed of trust.17 Where a corporation is engaged in manfacturing and installing electrical appliances, the superintendent of its installation department, whose authority to make contracts has been confined to an occasional verbal contract, confirmed by order from the office, has no implied authority to permit a corporation customer to contract with a third person for the installation, at its expense, of a switchboard manufactured by it, and which its contract required it to install, even though the contract was made for the purpose of preventing union workmen from being called off from said customer's building, on which they were working.18 Corporate officers of old companies are not forbidden by public policy to agree with a new organization that they will not engage in business for five years, so as to interfere with or compete in any way with the new corporation, even though the new corporation's business combines that of both the old companies, one of which was engaged in the installation and construction of electric plants and appliances, and the other in manufacturing and dealing in such appliances. And said contract is not affected to the extent of being void by reason of the fact that the new business is of a character to extend over the entire country.19 Again, where the stockholders and directors of a railroad company have established a principal office, and general officers cannot change its location, although they may find it convenient for the dispatch of business to change their location to some other point on the line. The place of a corporation's principal office is that where meetings of the stockholders and directors usually meet, and where it elects its officers and conducts its financial operations. If the charter fails to designate the place of the chief office, and none is designated by the vote of the stockholders or resolution of the directors, such office may be established by the acts of the stockholders and 17 College Park Elec. Belt Line v. Ide, 15 Tex. Civ. App. 273, 40 S. W. 64. 18 Miner V. The Edison Elec. Illum. Co. (City Ct., 1899), 22 Misc. 543, 50 N. Y. Supp. 218, aff'd 56 N. Y. Supp. 801. 19 Anchor Elec. Co. v. Hawkes, 171 Mass. 101, 51 N. E. 509, 41 L. R. A. 189. directors, 20 A party selling to the manager of a trading corporation a machine essential to the corporate business may rely upon the implied authority of the manager to make such purchase, and is not chargeable with notice of a resolution by the board of directors limiting authority of said manager by a specification of the terms of purchase.21 A person is estopped to claim in an action for the purchase price of a corporation's property and franchise that its board of directors was not authorized to make the sale where such purchaser has retained possession and the use and benefit of such property and franchise.22 The general manager of a telegraph company, a nontrading corporation, who has full charge of the transaction of its ordinary business, and who keeps a bank ac count in the corporate name, with the company's knowledge, may pledge said corporation's credit by an overdraft, where its receipts are much less than its outlay. Such manager may not, however, pledge the company by a note executed by him in the corporate name, even though written authority is conferred upon him to manage the corporate business and make all necessary contracts and arrangements in connection therewith, nor is the corporation bound in such case by the fact that said manager had executed other notes, where it had never had notice or knowledge therof. Nor is it bound on the ground that the drawing of checks by said manager establishes a custom authorizing the execution of notes. The payee of a note so executed is bound to know that in law said note is not binding.23 $201. Corporate powers- Miscellaneous decisions Corporate name — Bonds - Reorganization. The corporation laws of the States generally contain provisions as to the corporate name, as that corporations shall not assume the corporate name of any other corporation in the State, except it be the successor of such other or that the word " company" or "corporation" 20 Frick Co. v. Norfolk Bank for Sav. & T., 57 U. S. App. 286, 86 Fed. 725, 32 C. C. A. 31. 21 Thompson v. Brantford Elec., etc., Co., 25 Ont. App. 340. Acceptance of contract; sale of machinery, see Gill v. General Elect. Co., 129 Fed. 349, affg. General Elect. Co. v. Gill, 127 Fed. 241. 22 Badger Teleph. Co. v. Wolf River Teleph. Co., 120 Wis. 164, 97 N. W. 907. 23 Helena Nat. Bank v. Rocky Mt. Teleg. Co., 20 Mont. 379, 51 Pac. 829, 63 Am. St. Rep. 628, 8 Am. & Eng. Corp. Cas. (N. S.) 782. must be appended, or the general law provides that the articles of association shall specify the name.24 If a corporate name is selected under the Massachusetts statute, and suit is brought in said name, proof of a special act of incorporation, and the certificate of the Secretary of the Commonwealth, in the statutory form, conclusively establishes the corporate existence.25 One who holds bonds of an insolvent electric railroad corporation is not estopped to set up the want of consideration and invalidity of other bonds of said company. And railroad bonds are invalid when given to banks for money loaned to promoters of the company, where before the issuance of said bonds the debt due from the corporation to the promoters was paid by stock given to the latter and assigned by them.26 In Pennsylvania it is held that the statute providing for reorganization wherever the franchises of any manufacturing company shall be sold, does not authorize reorganization by the purchasers of an electric light, heat and power franchise.27 Where a tele 24 See 3 Cook on Corp. (4th ed.), pp. 2362-2660, compilation of constitutions and statutes. 25 Dolbear V. American Bell Teleph. Co., 126 U. S. 1, 8 Sup. Ct. 778; Act Mass., March 19, 1880 (L. & R. 1880-1881, c. 117, p. 74; L. & R. 1870, c. 224). 26 Farmers & M. Nat. Bank v. Waco Elec. Ry. & L. Co. (Tex. Civ. App.), 36 S. W. 131. See 5 Thompson on Corp. (ed. 1895), § 6050 et seq. 27 Commonwealth, McCormick v. Keystone (C. P., Penn., 1899), 4 Lack. L. News, 353, 2 Dauph. Co. Rep. 1. As to purchases and reorganizations, see 3 Cook on Corp. (4th ed.), §§ 883–890; Morawetz on Priv. Corp. (ed. 1682), §§ 467, 566, 666. The New York statutes provide at length for reorganization. See Wells on Railroad Corp. in N. Y. (ed. 1899), pp. 52-57, 218 219, 675, where the statutes are given in full with numerous cita 66 99 64 39 66 tions; Hamilton Railroad Laws of N. Y. (ed. 1899) Stock Corporation Law, § 3, Reorganization on sale of corporate property and franchises;" "§ 4, Contents of plan or agreement; "§ 5, Sale of property; possession of receiver and suits again him; § 6, Stockholders may assent to plan of readjustment" (sections are annotated); "Railroad Law, § 83, Liabilities of reorganized corporations; " The Railroad Law of N. Y. (cap. 565, Laws of 1890, amd. by chaps. 362, 367 of Laws of 1891; chaps. 306, 460, 534, 676, and 700 of Laws of 1892); the Stock Corporation Law (Laws of N. Y. of 1892, chap. 688). See as to repeals and amendments of these various statutes, Cumming & Gilbert's Annot. Genl. Stat. and Laws N. Y., vol. 4 (ed. 1906), and vols. 1-3 (ed. 1901) as to statutes relating to amendment, repeal, and alteration of charter. See compilation of |