578     PTTEPOSES   AND    OBJECTS— TTlSTDEESTANDrNGS   AS   TO.     ■

offices  are  located,  and  tlieir  principal  business  carried  on,*
and  are  not  limited  to  any  particular  kind  of  obligations  in
borrowing  money.^  They  may  negotiate  notes  to  raise
money ;  ^  or  borrow  money  to  pay  off  a  prior  indebtedness.*

A  corporation  created  for  a  limited  period  may  acquire
title  to  lands  in  fee,^  but  where  a  mode  of  operation  is  pre-
scribed by  the  statute,  it  must  be  followed  strictly,*  and  a
power  to  convey  is  a  power  to  mortgage.^  The  directors
must  act  strictly  within  their  powers.*

A  general  understanding  between  the  original  subscribers,
as  to  the  corporate  purposes  and  objects,  cannot  limit  the
powers  of  the  corporation,  as  embodied  in  the  certificate  ;  ^
and  the  rights  and  franchises  of  a  corporation  incorporated
under  a  general  law  are  as  inviolable  as  if  it  was. incorporated
by  a  special  charter.^''

A  contract  purporting  to  be  made  by  a  corporation,  and
within  its  power  to  make,  and  having  the  corporate  seal  and
president's  signature  affixed,  is  presumptively  binding  upon
it."


1  Rosenbaum  V.  Union  Pac.  R.  Co.,
2  How.  (S.  T.)  Pr.  N.  S.  45  (1885);
Conroe  v.  National  Prot.  Ins.  Co.,
10  How.  (ST.  T.)  Pr.  403  (1855);
Perry  v.  Round  Lake  C.  M.  Assoc.,
22  Hun  (N.  T.)  293  (1880).
2  Curtis  T.  Leavitt,  15  N.  Y.  9
(1857).
^  Holbrook  v.  Basset,  5  Bosw.
(N.  Y.)  147  (1859).
«  Jansen  v.  Otto  Stietz  N.  Y.  G.
L.  Co.,  16  N.  Y.  St.  Rep.,  905  (1888);
Rochester  Sav.  Bank  v.  Averell,  23
Hun  (K  Y.)  643  (1882),  afarmed  96
N.  Y.  467.
