Neither of these positions normally carries with it the inherent power to hire corporate officers, for that authority is normally invested in the board or committee as a body. Gerard v. Empire Square Realty Co., 195 App. Div. 244, 187 N YS. 306; Knapp v. Rochester Dog Protective Ass'n, 235 App. Div. 436, 257 N.Y.S. 356; Bayer v. Beran, Sup., 49 N.Y.S.2d 2, 11. The lack of such inherent power is emphasized in this case where Rosenberg is alleged to have offered Gumpert a most unusual employment contract whereby Gumpert was to receive stock of defendant as part of his compensation. Even if Rosenberg was chief executive officer of defendant, it is doubtful that he would possess power to make such an arrangement as a normal incident of his position. Cf. Noyes v. Irving Trust Co., 250 App. Div. 274, 294 N.Y.S. 2, affirmed 275 N.Y. 520, 11 N.E.2d 323.
Ratification is by definition retroactive, but it is nevertheless equivalent to prior authority. Knapp v. Rochester Dog Protective Ass'n, 235 App. Div. 436, 257 N.Y.S. 356, 361 (1932). It is effective even though initiated in response to a lawsuit.
Further, there is no evidence in the record that the Committee ratified the loan. "[R]atification relates back [to the agent's act] and is equivalent to some prior authority, and when the adoption of some form or procedure is necessary to confer the authority in the first instance, there can be no valid ratification except in the same manner" (Knapp v. Rochester DogProtective Assn., 235 App. Div. 436, 440). Plaintiff failed to present proof that the Committee ratified Stone's execution of the promissory notes "in the same manner" that was necessary to authorize the loan originally (Knapp v. Rochester Dog Protective Assn., supra, at 440).