Reichwald v. Commercial Hotel Co.

Citations

• 106 Ill. 439
• 1883 Ill. LEXIS 190

Syllabus

<p>1. Corporation—ratification of acts of its officers—what so regarded. Notes given by the president of a corporation formed under the laws of the State of Iowa, and mortgages given to secure the same, executed by the president and the secretary, under the corporate seal, which notes were entered upon the company’s book of bills payable, and in its statement of liabilities posted yearly in Iowa, as required by law, though made without authority from the board of directors, are valid obligations when the directors after-wards authorize and approve a sale of property in satisfaction of the same. This action of the directors amounts to an adoption and ratification of the acts of the officers.</p> <p>2. Same—powers of directors—construction given to the action of the stockholders. Where, by the articles of an Iowa corporation, it was provided that the company should have “the right to purchase, sell, mortgage, control and lease hotel property, either real or personal, or both, and to exercise all such other incidental powers as shall be necessary in conducting said business” of keeping hotels, and also provided that the stockholders, at any annual meeting, might adopt such by-laws for the government of the board of directors, etc., as they might deem necessary, and the stockholders, at their first meeting, passed a resolution that they deemed it not necessary to adopt bylaws, for the reason that the articles of incorporation provided that the control and management of the corporation should be in the hands of the board of directors, which, at the next annual meeting, was re-adopted: Meld, that such resolution amounted to an expression of the stockholders to leave the entire control and management of the corporate business with the directory, the same as the stockholders themselves might do.</p> <p>3. SAME'—right to assume liabilities incurred before organization. Corporations may, by express agreement, assume obligations entered into by its promoters prior to its organ