LEGAL PHASES OE COOPERATIVE ASSOCIATIONS 39 
Section 1622 of the 1924 Code of Iowa reads as follows : 
If the indebtedness of any corporation shall exceed the amount of in- 
debtedness permitted by law, the directors and officers of such corporations 
knowingly consenting thereto, shall be personally and individually liable to the 
creditors of such corporation for such excess. 17 
Directors of cooperative associations should ascertain the duties 
and liabilities imposed upon them by State constitutions and statutes 
and should govern their actions accordingly. It is not sufficient, 
ordinarily, simply to examine the cooperative statutes of the State; 
the general statutes of the State relative to directors should be care- 
fully examined. 
EXECUTIVE COMMITTEE 
Although the laws generally provide that the business of the asso- 
ciation shall be conducted, managed, and controlled by a board of 
directors, many cooperative associations provide for an executive 
committee to function with respect to certain aspects of its affairs. 
The general rule is that the board of directors of a corporation may 
delegate ministerial matters to an executive committee, but generally 
it is held that a board of directors may not delegate its own dis- 
cretionary power. 18 
In a few States it is held that the directors have the power with- 
out statutory authority to delegate to officers, agents, or executive 
committees the power to transact not only ordinary and routine 
business but business requiring the highest degree of judgment and 
discretion. 19 
The rule just stated is not the general one. In all States, after 
the board of directors of an association has determined upon a certain 
policy or course, they may have such policy or course carried out by 
an executive committee or by any other means deemed advisable, but 
generally the initiating of fundamental policies should be done by 
the board of directors. Many of the cooperative statutes deal ex- 
pressly with the matter of executive committees, and such statutory 
provisions should be followed. The general rules pertaining to 
boards of directors, such as those concerning quorums, apply to execu- 
tive committees. 
MINUTES OF MEETINGS 
The minutes of meetings of a board of directors of an association 
should tell the story of action taken by the board respecting associa- 
tion business. Likewise, the minutes of meetings of members of an 
association should tell the story of action taken at such meetings by 
members respecting its affairs. In the absence of charter or statu- 
tory provisions it is not necessary that the acts of an association, of 
its officers, or of its board of directors be evidenced by any writing 
or record if it would not be necessary to do so in the case of an indi- 
vidual. Although generally, from a strictly legal standpoint, it is 
not necessary that minutes of meetings of an association or of its 
board of directors be kept, it is highly important that this be done. 
"Parsons et al. v. Rinard Grain Co., 186 Iowa 1017, 173 N. W. 276. 
18 Ames v. Goldfield Merger Mines Co., 227 F. 292. 
19 Jones v. Williams, 139 Mo. 1, 39 S. W. 486, 40 S. W. 353, 61 Am. St. Rep. 436, 37 
L. R. A. 682 ; Haldeman v. Haldeman, 176 Ky. 635, 197 S. W. 376. 
