PART H.] ACTS WITHIN THE CORPORATE POWERS. [§ 187. consent, of which the validity was before the court, had been signed by the owners of two-thirds of all the stock that had ever been issued ; and, although they were not the holders of two-thirds of the amount of stock specified in the articles of incorporation, they represented, as the court said, " two-thirds of the pecuniary interest and property of the corporation." 1 And the consent was held sufficient, notwithstanding other al- leged defects, all of which the court considered immaterial un- der the circumstances of the case. 2 § 186. Further principles of law are to be taken into con- sideration when it is the function of certain officers „ .„ . . , . » r Certifica- te certif}" the existence of an assent of shareholders tion of the to a measure. Then it would seem, although the ance^ffor- assent might be defective or perhaps entirely want- mallties - ing, that the certification of the proper officer would estop the corporation from setting up either of these facts to the detri- ment of an outsider who had acted in good faith relying on the certification. 3 § 187. Shareholders separately and individually have no power to act for the corporation : and acts done by T ,. ., , 1 L * Individual them in such a manner will have no validity as cor- sharehoid- porate acts; 4 unless, to be sure, a shareholder acts act for the under some special authority, in which case he does ^^ orar not act as a shareholder. This statement, however, Montauk Gas Co., 37 W. Va. 73, and § 813. This same statute provides that the assent " shall first be filed in the office of the clerk of the county where the mortgaged property is situated." Under this, as against a subsequent mortgagee with notice of the prior mortgage, an assent given after the execution of the prior mort- gage validates it, although not filed in the office of the proper county clerk, such assent being prior in time to the subsequent mortgage. Rochester Savings Bank v. Averell, 96 N. Y. 467. See, also, Martin v. Niagara Paper Co., 122 N. Y. 165. 1 69 N. Y. 339. Ace. Castner v. Twitchell Champlin Co., 91 Me. 524. 2 Where, for the validity of a mort- gage, a statute requires the concur- rence of two-thirds of the sharehold- ers present at a meeting, it is suffi- cient if all the directors assent at a directors' meeting, they being in fact all the shareholder's but one. Thomas v. Citizens' Horse Ry. Co., 104 111. 462. The court said that all the shareholders had assented; and the corporation had had the proceeds of the mortgage. Compare Miller v. Rutland, etc., R. R. Co., 36 Vt. 452. 3 See §§207 and 208 for analogous 4 For note 4 see p. 160. 159
