l6 MANAGEMENT OF DAIRY PLANTS 



denced by a certificate of stock which is transferable. A cor- 

 poration may, therefore, consist of members who were not its 

 original stockholders, yet the corporation is the same and pos- 

 sesses the same rights and privileges as under its original in- 

 corporators. 



2. Electing Officers and Filling Vacancies. The directors 

 constitute the managing officers of the corporation. They are 

 elected by the stockholders from their own membership. The 

 directors again usually elect from the stockholders, or more 

 often from their own members, a president, a vice president, 

 treasurer, and a secretary. The president, vice president, and 

 treasurer, if elected from stockholders not already* directors, 

 become members of the directing board upon their election to 

 office. A majority of the directors usually constitutes a quorum 

 for the transactions of business. The board is limited in power 

 by the articles of incorporation and by the by-laws of the 

 organization. The individual members of the board of directors 

 cannot transact business for the corporation; they must act as 

 a body. The board, however, has power to appoint some 

 agent whom it can authorize to transact the business of the 

 corporation. 



In case of vacancy in an office due to death, withdrawal, 

 or any other cause, the board of directors is vested with power 

 to elect a successor who will hold office until the first regular 

 meeting for election of officers. 



3. Right to Sue and be Sued. The corporation may sue and 

 be sued as an individual, but its individual members cannot sue 

 or be sued on the corporation's account. 



4. Right to Purchase and Hold Property and Real Estate. 



5. Right to Use a Common Seal. 



6. Right to Make By-Laws. The by-laws are the rules and 

 regulations by which a corporation governs itself. They should 

 be passed by the stockholders of the corporation and must be 

 consistent with the articles of incorporation and with the gen- 

 eral law. 



The by-laws contain special provisions in reference to stock 

 and stockholders. They define the duties of directors and offi- 



