occurred, the knowledge of the treasurer must be imputed to the corporation receiving the checks, and their receipt must be treated as wrongful, and as imposing a liability to repay their amount to the corporation against which they were drawn. For a principal must be regarded as acting with knowledge of a fraudulent act when he is represented solely by an agent who has the knowledge. Mere private and casual knowledge, however, of a transaction possessed by one of the directors and by the actuary is insufficient to imply that the company knew of the transaction. Nor is it enough that notice should be given to one who is an officer and in his official character. He must also be the proper officer to receive notice of the particular transaction. And where a director of a land company, who was also probate judge, drew a deed, in the presence of the president and executive board of said company, conveying to a third person certain lots, and took the acknowledgment, but before the deed was recorded, the company purchased the same lots from the same grantor, it was held that the company had no such knowledge of the identity of the lots purchased with those formerly conveyed as would charge it with notice of the former conveyance. 186. Scope of authority of officers and agents.- Corporate engagements can not be implied from unauthorized acts or declarations of the individual members, but only from the acts and declarations of officers, who are constituted to act for the company. And by the acts and declarations of its officers and agents, within the apparent scope of their several employments, the company is bound. Nor is notice imputed to persons dealing with them of extrinsic facts making it 1 Atlantic Mills v. Indian Orchard Mills, (1888) 147 Mass. 268; s. c. 9 Am. St. Rep. 698. 2 Atlantic Mills v. Indian Orchard Mills, (1888) 147 Mass. 268; s. c. 9 Am. St. Rep. 698. Ex parte Burbridge, 1 Deac. 131. See the same case under the name of Ex parte Watkins, 2 Mont. & Ayrt. 690; 13 Sol. J. & Rep. (1869) 870. 4 13 Sol. J. & Rep. (1869) 870; citing Styles v. Cardiff Steam Boat Co., 12 W. R. 1080; s. c. 4 N. R. 483. 5 Armstrong v. Abbott, (1888) 11 Colo. 220. 6 Alleghany County Workhouse v. Moore, (1881) 95 Pa. St. 408. improper for them to act. Accordingly, a corporation is estopped to deny its liability under a contract on the ground that its officers were not technically authorized to make it, or that its own proceedings in the premises were irregular, when the contract was within the scope of its powers, was entered into by proper officers and has been recognized by corporate acts. Thus the authority of the proper officers who make a contract under the seal of the corporation is presumed, until the contrary be proven; and this presumption is not overcome by the mere fact that no vote of the directors authorizing it is shown. An officer of a corporation' may, by the acts of its directors or managers, be invested with capacity to bind the company even beyond the scope of those powers which are inherent in his office; as where, in the general course of the company's business, the directors or managers have permitted an officer to assume the control and direction of its affairs, and have held him out to the public as its general agent, his authority to act for the company in a particular transaction may be implied from the manner in which he has been permitted by the directors or managers to transact its business.* § 187. Scope of authority determined by the by-laws and by custom. The authority of officers of corporations depends upon the by-laws or upon the custom of the corporation. But this rule is modified in practice when there is want of notice of the company's rules and regulations. Thus, rules and regulations of a corporation that no contracts shall be binding upon it which are not in writing, signed by its president, can not affect contracts made by agents of the corporation with persons having no notice of the rule. Though it is held gen 1 Credit Co. Limited v. Howe Machine Co., (1887) 54 Conn. 357; s. c. 1 Am. St. Rep. 123. 2 So held as to a contract that a lessee railroad company would lend to the lessor company $150.000, and take 1,000 shares of the lessor's stock as security. Peterborough R. Co. v. Nashua & Lowell R. Co., (1883) 59 N. H. 385. 8 Fidelity Ins., T. & S. D. Co. v. Shenandoah Val. R. Co., (1889) 32 4 Fifth Ward Sav. Bank v. First Nat. Bank, (1887) 48 N. J. 513. 5 E. g. To execute a note, Foster v. Ohio-Colorado Reduction &c. Co., (1882) 17 Fed. Rep. 130; to sell land, Bocock v. Alleghany Coal & Iron Co., (1887) 82 Va. 913; s. c. 3 Am. St. Rep. 128. 6 Walker v. Wilmington, C. & N. R. Co., (1887) 26 S. C. 80. erally, that persons dealing with one claiming to have authority to act for a corporation, do so at their peril, and having failed to inform themselves as to his authority, they are estopped from complaining of the company's refusal to assume responsibility for his unauthorized contracts. Thus persons. selling land to a corporation through a supposed agent must inform themselves of his authority. And where the officers of a corporation have no power to give an indefinite extension of time for payment for shares, one with whom they contract for credit is chargeable with knowledge of the limitations upon their authority. The authority of an agent, however, need not be shown to have been expressly conferred. It may be implied from his official position or from custom. And a custom recognized by the corporation may supply the place of express authority. Thus one who had advanced money to promote the purposes of a corporation in accordance with the directions of a general manager invested with the entire control of the affairs of the corporation, and in ac cordance with a custom recognized and acquiesced in by the members, although without express authority from the trustees, was held entitled to recover the amounts advanced." § 188. Necessarily incidental powers.- From the general powers expressly conferred upon corporate officers and agents, there arise certain other implied powers necessarily incidental thereto. Thus an agent who has power to countersign and 7 1 Bocock v. Alleghany Coal & Iron Co., (1887) 82 Va. 913; s. c. 3 Am. St. Rep. 128; Credit Co. v. Howe Machine Co., (1887) 54 Conn. 357; s. c. 1 Am. St. Rep. 123; De Bost v. Albert Palmer Co., (1884) 35 Hun, 386. 2 Bocock v. Alleghany Coal & Iron Co., (1887) 82 Va. 913; s. c. 3 Am. St. Rep. 128. N. J. 513; Topeka Primary A. U. B. v. Martin, (1888) 39 Kan. 570; Hannibal Bank v. North Missouri Coal Co., 86 Mo, 125. 5 Page v. Fall River &c. R. Co., 31 Fed. Rep. 257; Topeka Primary A. U. B. v. Martin, (1888) 39 Kan. 570; Fifth Ward &c. Bank v. First Na tional Bank, 48 N. J. 513; Flynn v. 3 McComb v. Credit Mobilier, 13 Des Moines &c. Ry. Co., 63 Iowa, Phila. 468, 4 Indianapolis Rolling Mill Co. v. St. Louis &c. R. Co., 120 U. S. 256; Page v. Fall River &c. R. Co., 31 Fed. Rep. 257; Flynn v. Des Moines &c. Ry. Co., 63 Iowa, 490; Fifth Ward &c. Bank v. First National Bank, 48 490. 6 Topeka Primary A. U. B. v. Martin, (1888) 39 Kan. 570. 7 New York &c. R. Co. v. Schuyler, 34 N. Y. 30, 65; Whitaker v. Kilroy, (1888) 70 Mich. 635. deliver policies, and who is responsible to the company for collection of all premiums on policies issued by him, binds the company by an agreement to give credit on the premium for a certain time, though he is expressly authorized to give credit only for a shorter time. These incidental powers, however, are not to be lightly inferred, nor is an agent's authority to be thus extended beyond its original scope. Thus where an agent of a railroad company is empowered "to procure a right of way," this does not give him power to promise an owner of land that the company will locate a depot in a certain place; and where the board of directors authorized a company's officers to execute a note for a certain sum at a given rate of interest, it was held that the officers had no power to stipulate for the payment of attorney's fees in the event of suit to collect the note.' So generally, in order to render a corporation liable for services of an attorney employed by a subordinate agent, an express delegation of authority to employ must be shown." § 189. Authority to issue negotiable paper. The authority of the officers of a corporation to issue its promissory note may be inferred from the acquiescence of the corporation or by its recognition of the acts of its accredited officers in the regular course of its authorized business. And in a suit for money lent to a corporation, and used by it, the defendant can not plead that the officers negotiating the loan 1 Farnum v. Phenix Ins. Co., (Cal. pany passed a resolution to pay a 1890) 23 Pacif. Rep. 869. certain sum to a certain class of its workmen, it was held, that the officials were not precluded by the resolution from hiring additional workmen on the same terms. Hardy v. Tittabawassee Boom Co., (1884) 52 Mich. 45. 2 Hardin v. Iowa Ry. & Const. Co., (1889) 78 Iowa, 726. It has been decided where nothing appears concerning the functions and powers of a corporation beyond what may be implied from its name, "The Woman's Christian Temperance Union," and nothing concerning the power of a certain agent, the corporation will not be held liable for articles purchased by such agent without authority. Woman's Christian Temperance Union v. Taylor, (1885) 8 Col. 75. But where a com 3 Houston & Texas Central R. Co. v. McKinney, (1881) 55 Tex. 176. 4 Hardin v. Iowa Ry. & Const. Co., (1889) 78 Iowa, 726. 5 Maupin v. Virginia Lead Mining Co., (1883) 78 Mo. 24. 6 Hannibal Bank v. North Missouri Coal &c. Ca., (1885) 86 Mo. 125. were not properly authorized. Where it is within the inherent power of a corporation to make and indorse notes, and there is evidence that in the course of its business its notes have been made by a certain officer, and that notes held by it have been indorsed in its name by that officer, an indorsement of a note by him in the name of the corporation is binding upon it when the note is in the hands of a bona fide holder, and the holder is not prevented from availing himself thereof by the fact that he had never before dealt in the corporation's commercial paper, though it also appears to be the uniform custom of the corporation that all notes belonging to it should be indorsed by a certain other officer also in his individual name, before being discounted or used. The possession of a note by an indorsee purporting to be indorsed by a corporation is prima facie evidence that it was so indorsed, without proof that the person who made it had authority to do so.3 § 190. Authority of certain minor officers and agents.The duties and powers of the minor officers and agents of corporations are not generally prescribed by the by-laws, but are determined by custom; and whether or no a particular act be within the scope of such an official's authority is to be determined largely by the circumstances of each case. Thus, while ordinarily there is no presumption that the chief engineer of a railway company has authority to contract for the erection of a depot building,' it has been held, under a particular state of facts, that a contractor might assume that a chief engineer and others with whom he dealt represented the company and had authority to bind it." In a Florida case it has been held 1 Connecticut River Savings Bank v. Fiske, (1884) 60 N. H. 363; nor that borrowing the money was an ultra vires act. 2 Bank of Attica v. Pottier & Stymus Manuf. Co., (1888) 49 Hun, 606. 3 National Bank of Battle Creek v. Mallan, (1887) 37 Minn. 404. 4 Bond v. Pontiac, O. & Pt. A. R. Co., (1886) 62 Mich. 643; s. c. 4 Am. St. Rep. 885. 5 In an action against a corporation for services rendered and money ad vanced by plaintiff preparatory to making and performing a contract to construct a railroad, it appeared that one S., who assumed to be defendant's chief engineer, first called plaintiff's attention to the subject of becoming a contractor, and introduced him to L., who was said to be one of defendant's counsel, and L. submitted a proposed contract to plaintiff. Plaintiff was soon after informed that the contract was to be let to another person, D., but that |