LEGAL PHASES OE COOPERATIVE ASSOCIATIONS 41 
party thereto. The failure to record a resolution of a board of 
directors does not affect its validity. 24 
"While a corporation's books and records are evidence to prove 
its own acts, they are not competent evidence against third persons 
to prove contracts with them in the absence of proof that they knew 
and assented thereto." 25 
OFFICERS AND EMPLOYEES 
Broadly speaking, all employees and representatives of an associa- 
tion are agents thereof. 
Officers of an association are agents 26 and the general rules of 
agency apply to them. The officers of an association, under the 
statutes, are usually required to be elected by the directors from 
among their own number. On the other hand, unless required by 
law, the charter, or the by-laws, the officers of a corporation need 
be neither directors nor members nor stockholders thereof. 27 
TERMS AND COMPENSATION 
Officers, like directors, barring resignation or expulsion, continue 
in office after the expiration of the terms for which elected until 
the election and qualification of their successors, with all of the 
rights and responsibilities of such officers. 28 
Presumptively, officers, as well as directors, of an association serve 
without compensation while performing the regular duties of their 
offices ; 29 and generally the officers of an association would be entitled 
to no compensation for performing the duties of their offices unless 
provision therefor was made prior to their assuming their duties. 
In a North Carolina case, the president of the North Carolina 
Agricultural Credit Corporation sought to recover compensation for 
work performed by him as president of the corporation. The couft 
held that he was not entitled to any compensation for the services 
rendered by him as president, as there was no express contract of 
employment made prior to the rendition of the services providing 
for compensation. 30 
Officers, like directors, do not have the power to fix their own 
salaries, and if salaries or the method of fixing the salaries of officers 
is not prescribed in the statute or by-laws or by the members they 
may be fixed, or contracts providing for compensation may be made, 
generally speaking, only prior to the rendition of services, by a 
quorum of directors in a board meeting, who are not officers of the 
association or otherwise disqualified. 31 
24 Handley v. Stutz, 139 U. S. 417, 35 L. Ed. 227. 11 S. Ct. 530. 
25 Oregon and C. R. Co. v. Grubissich, 206 F. 577. 
26 Allen v. Cochran, 160 La. 425, 107 So. 292. 
27 Wright v. Springfield & New London Railroad Co., 117 Mass. 226, 19 Am. Rep. 412. 
28 Weil v. Defenbach, 36 Idaho 37, 208 P. 1025; Stanton v. Occidental Life Ins. Co., 
83 Mont. 44, 261 P. 620. 
29 First National Bank of Allen v. Daugherty, 122 Okl. 47, 250 P. 796; Navco Hard- 
wood Co. v. Bass, 214 Ala. 553, 108 So. 452. 
30 North Carolina Agricultural Credit Corporation v. Boushall, 193 N. C. 605, 137 S. E. 
721 ; Goodin v. Dixie-Portland Cement Co., 79 W. Va. 83, 90 S. E. 544, L. R. A. 1917F. 
308; Baltimore & Jamaica Trading Co. v. Dinning, 141 Md. 319, 118 A. 801. 
81 Briggs v. Gilbert Grocery Co., 116 Ohio 343, 156 N. E. 494 ; Schaffhauser v. Arnholt 
& Schaefer Brewing Co., 218 Pa. 298, 67 A. 417, 11 Ann. Cas. 772. 
