Officers of a corporation are its agents and have limited powers, usually prescribed by the by-laws. When not so specified, they are prescribed by the directors. It is not always necessary that all of the powers of an officer be specified in detail. If an officer has been accustomed to perform certain acts with the knowledge and consent of the directors, his acts become binding on the corporation. The title of an office does not necessarily convey any special powers. For example, while it is customary for the directors to confer special powers on the president, his title does not make him, in the corporation's dealings with the public, an agent of higher grade than the secretary, treasurer, or any other officer. [Illustration: THE SUPERINTENDENT'S OFFICE, DOBIE FOUNDRY & MACHINE CO., NIAGARA FALLS, N. Y.] =17. Powers of Corporations.= As such, a corporation possesses certain necessary powers, and such other special powers as may be conferred by its charter. To have a corporate name which can only be changed by law. To sue and be sued. To possess a corporate seal. To appoint the necessary officers for the conduct of its business. To enact by-laws necessary for the management of its business, for transferring of its stock, for calling of meetings, etc. To acquire and dispose of such property as may be necessary for the conduct of the business for which it is organized. To make contracts necessary for the carrying out of its purposes. In general a corporation can engage in no other business than that specified in its charter, but it is granted certain incidental powers necessary to carry out its original purpose. =18. Stockholder's Rights.= Each stockholder has the right to have a certificate of stock issued to him; to vote at meetings of stockholders; to inspect the books of the company; to participate in dividends; to invoke the aid of the courts in restraining the directors from committing a breach of trust. DIVIDENDS =19.= Every business corporation is conducted with a view to earning profits. When such profits are distributed to its stockholders they are called dividends, but stockholders cannot participate in the profits until a dividend has been declared by the directors. The law specifies that dividends must be paid out of the net surplus of the company, and provides a penalty for their payment out of capital. Therefore, before declaring a dividend, the directors must be provided with a balance sheet and use every care to determine that a surplus actually exists. For dividend purposes, surplus is usually considered that part of the profits remaining after paying expenses and providing the necessary reserve to cover depreciation of machinery and buildings and losses from uncollectable accounts. Sometimes a further provision is made in the by-laws for the creation of a sinking fund for the payment of bonds.