Gashwiler v. Willis

Citations

• 33 Cal. 11

Syllabus

<p>Deed of Corporation as Evidence.—A deed, without the corporate seal, purporting to have been executed on behalf of a corporation by its Board of Trustees, is inadmissible as evidence without first showing their authority to execute the same. The recital of such authority in the deed is not evidence of its existence.</p> <p>Idem.—Whether the above rule would be different when the regularly adopted corporate seal is shown by competent proof to be affixed to the deed, not decided.</p> <p>Seal of Corporation.—Admitted, for the purposes of this decision, that a corporation may adopt the private seal of the several Trustees or any one of them as its seal for the occasion.</p> <p>Deed of Trustees of Corporation.—The individuals who are the Trustees of a corporation, in their official character as Trustees, when not acting as a Board, have no authority, independent of that conferred by the corporation, to execute a deed of the corporate property.</p> <p>Exercise op Corporate Power.—The corporate powers of a corporation can be exercised by the Trustees only when duly assembled and acting as a Board.</p> <p>Idem.—Conferring authority to sell and convey the property of a corporation is the exercise of corporate power.</p> <p>Power op Stockholders to sell Corporate Property.—The stockholders of a corporation have no power, as such, to authorize the sale of the corporate property, or to sell the same, either when collectively assembled as such in a stockholders’ meeting, or when acting individually.</p> <p>Sale op Corporate Property.—The power to sell and convey corporate property can be conferred only by the Board of Trustees when assembled and acting as such. The Board may confer this power upon themselves as individual Trustees, or upon any other person or persons.</p> <p>Conveyance op Corporate Property.—Whether the Board of Trustees can authorize the conveyance of all the corporate property, not involved in this case or decided.</p>