Austin City R. R. v. Swisher

1 White & W. 33

Opinion

Opinion by

Clark, J.

§ 75. Officers of corporation, compensation of. An officer of a corporation cannot recover of the corporation any salary or compensation for services rendered, unless such salary or compensation has been fixed and agreed upon by the proper corporate authorities in some authorized manner, anterior to the performance of the services. [Kilpatrick v. Bridge Co. 49 Penn. St. 118; Holder v. R. R. Co. 71 Ill. 106.] This principle is not affected, although the corporate authorities, by subsequent resolution, agree to pay for such past services. A recovery at law cannot be had on such agreement. [Loan Ass’n v. Stonemetz, 29 Penn. St. 534; R. R. Co. v. Ketchum, 27 Conn. 170; Dunston v. Gas Co. 3 B. & Ad. 125.]

§ 7 6. Trustee and cestui que trust; disqualified from,' acting, token. A president or director of a corporation! bears the relation of trustee to the corporation, and is; disqualified from acting officially upon any matter of immediate personal and pecuniary interest to himself. [Butts v. Wood, 37 N. Y. 317.]

June 12, 1880.

§ 77. Meetings of corporation. A corporation is not represented by every casual meeting of a majority of its governing body, and all the directors, acting personally without an official meeting, could not bind the corporation. [Leonard v. Lent, 43 Wis. 83; Ang. & Ames on Corp. §§ 231, 489, 491, 492.]

Reversed and remanded.