All corporations must have certain particular officers usually with certain designated or implied duties, with corresponding authority to bind the cor- . porate principal. The board of directors is the executive head of the corporation.

Attorneys-at-law are first officers of court and the agent of those who employ them to give advice or to conduct the trial of causes in court or out of court.15 An attorney in fact, is an agent appointed usually for some special purpose not connected with a suit at law; the form of appointment is written, and is usually couched in formal language and is called the power of attorney.

13 See Shartons on Agency, Sec. 638. 14 See Parsons on Maritime Law. 15 Weeks on Attorneys-at-law, and 1 Pollock & Maitland 's History of English Law, 190-1%.

An attorney at law is an agent that is oftentimes employed in matters of greatest trust, and confidence. He is the guide to his client, in a secular way, that the clergyman is to his parishioner, in a spiritual way. The client may at certain times trust his entire fortune in his attorney's hands; he depends on the devotion of his attorney, at certain times, for his very life. The attorney therefore, being the recipient of all the client's secrets, and plans, the office requires the strength of no ordinary person to properly carry out such a form of agency.

It is quite necessary then, that a person who aspires to the high office of attorney at law must have at least some of the attributes and qualifications that such an office requires. The law demands of such an agent, in the practice of his profession the highest degree of honor and fidelity. Such an agent is a fiduciary, his office is one of strictest trust, and in addition to this, he must in the exercise of his duties possess and use reasonable care and skill.

Members of a co-partnership, are both agents, and principals of the partnership firm, all of the partners having implied powers, commensurate with the scope of business intended to be transacted by the firm. Bank cashiers, are the chief executive officers of a bank through whose agency the whole of the financial business of the bank is managed. The bank tellers are under officers of the cashier. The bank cashier has the authority to certify checks drawn by depositors against money on deposit, to take care of collections, to negotiate loans, to buy and sell exchange, and to transfer and discount negotiable paper owned by the bank.16

A partner has the general power in a trading firm to contract debts, to pledge the credit of partners, to borrow money, and to draw, make, indorse or accept negotiable paper in the name of the partnership, but the authority to do these things extends only within the scope of the business.17

The cashier of a bank is intrusted with all the funds of the bank, be they in the form of notes, bills, money, accounts or securities, to be used as occasion demands, both for ordinary demands, and also for emergencies. He is, therefore, bound to look after the debts and the obligations of the bank.18 He has incidental authority to indorse negotiable paper, wherever it will promote the interest of the bank, or take care of bank needs. No restriction on this authority is presumed to exist in the absence of express notice.19

16 Crain vs. Bank, 114 I11., 516; West St. Louis Bank vs. Shawnee Co. Bank, 95 U. S., 557.

17 Hotchin vs. Kent, 8 Mich., 526.

18 Fleckner vs. Bank of U. S., 8

Wheat., 360.

19 Northampton Bank vs. Paxson, 11 Mass., 288.