—where the president and secretary had "held themselves out as the authorized representatives of the corporation in such manner that the company and its directors could not well have been ignorant of their assumption of ostensible power," it was not error to refuse to admit the by-laws in evidence

—substantially complied with; "(4) where" the person sustains such relation to the corporation or a member thereof, or deals with it under such circumstances that he is bound to take actual notice of by-laws and fails to do so at his own risk; "and (5) where the" by-laws in question are specifically operative to regulate the dealings of third persons with the corporation and …

Where a power is one which would otherwise be possessed by an officer, it is generally said that a by-law restricting his authority is not effective against an outsider who has no actual notice of it.

There are, therefore, all of the necessary elements of ostensible authority, despite any secret limitations or defective authorization

It is apparent from all of these facts that defendant is bound by his acts as the managing officer of the corporation, which may not now, after so long acquiescence, repudiate his negotiations with plaintiff's assignor

—holding that when corporation "holds out to the world as its agents persons apparently clothed with power" it will be estopped to deny their ostensible authority

[CITATION] Updating Apparent Authority for Today's Business World, 33 Ga

[CITATION] California: General Corporation Law, Securities Law, Selected Securities …

[CITATION] Prentice-Hall Corporation Service

[CITATION] Employment termination: Rights and remedies

[CITATION] Cases and materials on corporation

[CITATION] Encyclopedia of corporate meetings, minutes, and resolutions