LEGAL PHASES OF COOPERATIVE ASSOCIATIONS 43 
REMOVAL OF DIRECTORS, OFFICERS, AND AGENTS 
Many of the cooperative statutes contain provisions that deal with 
the matter of removing directors and officers before the expiration 
of their terms. Associations formed under these statutes should 
follow these provisions. 
At common law the general rule permits the board of directors to 
remove officers and other agents elected or chosen by them or under 
their authority without a hearing, although it is advisable to hold 
a hearing ; but the liability on the part of the association on account 
of such action would depend on whether cause for removal existed. 38 
On the other hand, directors and officers elected by the members 
may be removed by the members before the expiration of their terms, 
only for cause and after notice and a hearing. 39 
In a case involving a cooperative organization and growing out 
of the discharge by it of an agent, it was said : 40 
Even though an agency is for a definite term, the principal has a right to 
revoke it before the expiration of the term, without incurring liability for 
damages, because of the agent's failure faithfully to perform his express or 
implied undertakings as agent. 
The default on the part of an agent which will justify the revocation of 
the contract is not confined to his dealings with the principal. This right of 
revocation for cause is held to extend to moral delinquencies, which are calcu- 
lated to affect injuriously the agent's reputation. 
LIABILITY FOR WRONGS DONE 
If an officer, while acting within the apparent scope of the au- 
thority conferred upon him by the association, perpetrates a fraud 
on an innocent third party or otherwise violates the right of such 
party, the association is liable, generally speaking, although the 
officer was really acting for his own benefit. 41 
m Officers of an association are liable for wrongs committed by them 
through the instrumentality of an association, and they may be 
held liable for any damage which they cause to third persons through 
the violation of their legal rights. 42 
The statutes of some of the States impose duties and responsibili- 
ties on officers of corporations or associations. For instance, in 
many States officers are required by statute to file certain reports. 
Investigation should be made to ascertain the duties and responsi- 
bilities cast on officers of cooperative associations by the statutes 
or constitution of the State in which an association is formed, and 
officers thereof should govern their actions accordingly. 
MEETINGS OF ASSOCIATIONS 
Many of the statutes under which cooperative associations are 
formed contain provisions with respect to the holding of meetings. 
Frequently such statutes require that a meeting be held annually 
while permitting the holding of special meetings at any time. These 
38 Brindley v. Walker, 221 Pa. 287, 70 A. 794, 23 L. R. A. (N. S.) 1293; 14 A. C. J. 74. 
39 Alliance Co-op. Ins. Co. v. Gasche, 93 Kan. 147, 142 P. 882; Brindley v. Walker, 
221 Pa. 287, 70 A. 794, 23 L. R. A. (N. S.) 1293 ; 14 A. C J. 74. 
40 Coates v. Eastern States Farmers' Exchange. 99 Vt. 170, 130 A. 709. 
"Engen v. Merchants & Mfrs'. State Bank, 164 Minn. 293, 204 N. W. 963. 
42 Scott v. Shook, 80 Colo. 40, 249 P. 259 ; Springman Paper Products Co. v. Detroit 
Ignition Co.. 236 Mich. 90, 210 N. W. 222 ; Tyler v. Savage, 143 U. S. 79, 12 S. Ct. 340 ; 
Jamestown Iron & Metal Co., Inc., v, Knofsky, 291 Pa. 60, 139 A. 611. 
