42 BULLETIN 110 6, U. S. DEPARTMENT OF AGRICULTURE 
POWERS OF OFFICERS 
Neither the president nor any other agent of an association has 
any inherent power by virtue of his office or employment to enter 
into business transactions, 32 and unless authority to do so is con- 
ferred upon officers or other employees it is not possessed by them. 
For instance, unless specially authorized to do so, an officer of an 
association could not accept payment of a note calling for payment 
in money, except by the receipt of money and then only by receiving 
the full sum due. 33 In this connection, it is said: 
A corporation is bound by the act of an officer or agent only to the extent 
that the power to do the act has been conferred upon such officer or agent 
expressly by the charter, by-laws, or corporate action of its stockholders or 
board of directors, or can be implied from the powers expressly conferred, or 
which are incidental thereto, or where the act is within the apparent powers 
which the corporation has caused those with whom its officers or agents have 
dealt to believe it has conferred upon them. 34 
In the case last cited, involving the Saginaw County Farm Bureau, 
it was held that that organization was not liable for flour ordered in 
its name by a county agent who had not been authorized by the board 
of directors to order the flour. 
Owing to the foregoing rule, officers of an association, its manager, 
or any other employee, should be authorized by the board of directors 
to act before attempting to enter into transactions; and those deal- 
ing with an association should ascertain that its representatives are 
authorized to enter into contracts or transactions of the type in 
question. If any agent of an association enters into an unauthorized 
contract, but within the scope of the association's powers, it may be 
ratified by the association before its repudiation by the opposing 
party, and it then becomes as binding as though previously 
authorized. 35 ■ 
Notice to officers of matters concerning the association or knowl- 
edge by them of facts affecting its interests will generally be deemed 
to be notice to, or knowledge of, the association^ but this is ordi- 
narily not true if the officer is dealing personally with the 
association. 36 
Officers, generally speaking, may not enter into transactions with 
an association in which they attempt to act both for themselves and 
the association. If they do enter into such transactions, they may 
be repudiated ordinarily by the association. The restrictions appli- 
cable to directors dealing with an association apply to officers, and 
the reader is referred to the section covering directors for informa- 
tion regarding this subject. A corporation, it has been held, can not 
condone the fraud or wrongdoing of an officer or director except 
by unanimous consent of the stockholders or members. 37 
s* Sterling v. Trust Co. of Norfolk. Va. , 141 S. E. 856. 
83 Stanton v. Occidental Life Ins. Co., 81 Mont. 44, 261 P. 620. 
^Aerial League of America v. Aircraft Fireproofing Corporation, 79 N. J. Law 530. 
117 A. 704 ; Peasley v. Producers' Market Co., Cal. App. , 261 P. 733 ; David 
Stott Flour Mills, Inc., v. Saginaw County Farm Bureau, 237 Mich. 657, 213 N. W. 147. 
35 Stone v. Walker, 201 Ala. 130, 77 So. 554. L. R. A. 1918C 839 ; Commissioners of 
Lewes v. Breakwater Fisheries Co., 13 Del. Ch. 234. 117 A. 823. 
36 Bartlett v. McCallister, 316 Mo. 129, 289 S. W. 814 ; Knohley Mountain Orchard Co. 
v. Peoples Bank of Keyser, 99 W. Va. 438, 3 29 S. E. 474. 
87 Ford v. Ford Roofing Products Co.. ■ — — Mo. App. , 285 S. W. 538; see also Teni- 
Bon v. Patton, 95 Tex. 284, 67 S. W. 92. 
