"If a corporation allows its officers to conduct its business and third persons act upon the apparent authority thus shown, it cannot defeat the rights of such persons arising from transactions done and completed under such ostensible authority by failing to enter upon its minutes any order giving its officers authority to act

Where it appears that a corporation has kept no minute books, or record of proceedings at meetings of directors, stockholders or members of the corporation, or that such written evidence has been destroyed, the decisions are generally agreed that parol proof of the proceedings at the meetings is admissible.

—the minutes of a board of directors do not constitute the only evidence admissible for the purpose of showing authority of an officer. 9.

It appears that Mr. Huber was vice-president and manager of the corporation and, therefore, as such, could bind the corporation

—holding that if minutes are not kept, other parties have the right to prove by parol what actually occurred at the meetings of the directors, if such proof tends to establish their rights

In the alternative, a corporate officer may have ostensible authority to enter into an agreement on behalf of the corporation if he or she "assumed and exercised the power in the past" with the apparent consent and acquiescence of the corporation

—where it was held error to refuse to permit a bank to show the course of dealing between the agent and the corporation in an attempt to show that payment was made with the consent and authority of the corporation

[CITATION] Cyclopedia of trial practice, Proof of traumatic injuries

[CITATION] California Corporation Laws

[CITATION] Cases and materials on corporate reorganization

[CITATION] Trial guide

[CITATION] Cases on business associations: corporations

[BOOK] The Law of California Corporations: With Appendixes Containing the …

[BOOK] California Current Digest