Smith v. Smith

Citations

• 62 Ill. 493

Syllabus

<p>1. Corporation—acts of officers—presumption. In the absence of legislative enactment, or provision in their by-laws, corporations act through their president, or those representing him. Where an act pertaining to the business of the company is performed by him, it will be presumed that the act is legally done and binding upon the company.</p> <p>2. Same—vice-president. As a general rule, in the absence of the president, or where a vacancy occurs in the office, the vice-president may act in his stead, and perform the duties which devolved upon the president. In this case the charter did not mention a vice-president as an officer of the company, but, after providing for certain officers, it authorized the company to create other officers, and the company, in its by-laws, declared there should be a vice-president, and prescribed his duties : Meld, that he might perform the duties imposed upon the president in the same cases and under the same circumstances as though his office had been created by the charter.</p> <p>3. Same—deedby vice-president. Where it appeared,from the minutes of a railroad board of directors, that a resolution was adopted directing the president of the company to sell a tract of land and to execute the necessary deed therefor, under the corporate seal, and the president subsequently elected having refused to act, that the vice-president assumed to discharge the duties of president, and, in strict accordance with the resolution, conveyed the land by deed, under the corporate seal, signing as vice-president and acting president of the company, but the deed was not countersigned by the secretary, as required in the by-laws of the company: Held, that the deed was well executed, and amply sufficient to convey the title of the company.</p> <p>4. Same—deed countersigning. While it is usual for the secretary of such companies to attest the execution of such instruments, as the keeper of the seal, yet, if the charter of the company does not require such