Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/669

 CHAP. X.] CORPORATION AND OFFICERS. [§ 647. from their principals in respect of unauthorized expendi- tures." * § 64:6. In the absence of some express provision in the constitution or bv-laws of the corporation, a director compensa- •1-1 • o 1 • rv. ti0Q ° f di " is not entitled to any compensation for his official rectors and services. 2 He cannot recover on a quantum meruit agents. for his services as director; 3 and, moreover, to entitle him to compensation, the by-law or resolution providing for his com- pensation must have been passed before his services as di- rector were rendered. 4 Because a subsequent vote to pay a di- rector for his official services is without consideration, and he cannot recover on it against the corporation. 5 § 647. Neither can a president recover for his services as such except under the same circumstances and conditions as 1 2 Lindley on Part., 765; where (pp. 760-768) will be found an in- teresting discussion of these cases. See, also, In re Worcester Corn Ex- change Co., 3 De G., M. & G. 180 ; Ex parte Cropper, 1 De G-., M. & G. 147. 2 Burns v. Commencement Bay, etc., Co., 4 Wash. 558; Martin dale v. Wilson Cass Co., 134 Pa. St. 348; Illinois Linen Co. v. Hough, 91 111. 63; American Central Railway Co. v. Miles, 52 111. 174; Maux Ferry Gravel Road Co. v. Branegan, 40 Ind. 361 ; Smith v. Putnam, 61 New Hamp. 632. See Mather v. Mower Co., 118 N. Y. 629, 632. 3 Citizens' Nat. Bank v. Elliott, 55 Iowa, 104; Brown o. Republican M'n Mines, 17 Col. 421. See cases in pre- ceding note. 4 Lafayette, etc., Railway Co. v. Cheeney, 87 111. 446; S. C, 68 111. 570; Ellis D.Ward, 137 111. 509. Com- pare Barstow v. City R. R. Co., 42 Cal. 465. But see St. Louis, etc., Railroad Co. v. Tiernan, 37 Kansas, 607; Wickersham v. Crittenden, 110 Cal. 332. s Loan Association v. Stonemetz, 29 Pa. St. 534. See Carr u. Cbartiers Coal Co., 25 Pa. St. 337. Directors cannot make tbemselves allowances for tbeir services. Maux Ferry Gravel Road Co. v. Branegan, 40 Ind. 361; Gardner v. Butler, 30 N. J. Eq. 702, 721 ; Blatchford v. Rose, 54 Barb. 42; Jones v. Morrison, 31 Minn. 140. See Butts v. Wood, 37 N. Y. 317. Di- rectors cannot fix their own salaries as president, secretary, etc. Kelsey ». Sargent, 40 Hun (N. Y.), 150; Bennett v. St. Louis Car Roofing Co., 19 Mo. App. 349; Wickersbam v. Crittenden, 93 Cal. 17; 106 Cal. 327; Mallory v. Mallory Wheeler Co., 61 Conn. 131. " Trustees" of benefit associations cannot vote themselves back pay. State v. Benefit Association, 42 Ohio St. 579. But it has been held that a board of directors may vote a salary to one of its number (he not voting) for acting as attorney during two yeai's past — for there rose on his ap- pointment as attorney an implied contract to pay the reasonable worth of his special services. Ten Eyck v. R. R. Co., 74 Mich. 226. See, also, Clark v. American Coal Co., 86 Iowa, 436. 649