LEGAL PHASES OF COOPERATIVE ASSOCIATIONS 33 
of discretion, the directors can bind the association only when acting 
in a properly convened meeting of a board. A director merely by 
virtue of his office has no authority to act for or bind an association 
except in meetings of the board of directors; and if a director by 
virtue of his office should attempt, for instance, to release a member 
from his contract the act would be void. 66 
Even a majority of the board acting as individual directors or in 
a " board meeting," illegal for any reason, can not bind the associa- 
tion. 67 Action by directors at an illegal board meeting may be adopted 
and ratified at a later legal meeting of the board, but directors who 
were not notified of a board meeting can not later^ as individuals, 
waive the failure to give notice or concur in the action taken at the 
illegal meeting so as to bind the association. 68 It appears that a 
director may waive notice of a board meeting prior thereto, 69 but it 
can not be done subsequently so as to validate the action taken. If a 
director has notice, and fails to attend the board meeting, his absence 
does not affect action taken, provided a qualified quorum was present. 
QUORUM 
What constitutes a quorum of the board of directors ? At common 
law and in the absence of a statutory, charter, or by-law provision 
changing the rule, the general rule is that a majority of directors of 
a corporation who are not personally interested in the subject before 
the board, and who are otherwise qualified, is necessary to constitute 
a quorum of the board of directors for the transaction of business. 70 
Thus, if a majority of qualified directors or the number, if any, 
specified in the statute, the charter or the by-laws, do not attend a 
duly called board meeting, any business transacted by the minority 
at such meeting is at least voidable. Directors can not vote by 
proxy. 71 
If a qualified quorum is present at a properly convened board 
meeting, a majority thereof at common law may exercise any powers 
vested in the board of directors. 72 It has been held that the failure 
of a director, necessary to constitute a quorum, to vote upon a propo- 
sition before the board results in no quorum with respect thereto ; 73 
and there ceases to be a quorum when a director who is necessary 
to a quorum withdraws from a meeting. A director present but not 
voting is counted for the negative. 74 If a statute or by-law requires, 
say a two-thirds vote of the members present, the failure of members 
present to vote renders the action taken a nullity if two-thirds of 
those present do not vote therefor. 75 
All of the foregoing is based upon the theory that each director 
who attends the meeting is qualified to act because " all of the direc- 
66 California Canning Peach Growers v. Harris, Cal. App. , 267 P. 572. 
67 United States v. Interstate R. Co., 14 F. (2d) 328. 
68 United States v. Interstate R. Co., 14 F. (2d) 328. • 
69 Holcombe v. Trenton White City Co., 80 N. J. Eq. 122, 82 A. 618; United States v. 
Interstate R. Co., 14 F. (2d) 328. 
70 In re Webster Loose Leaf Filing Co., 240 F. 770 ; Stanton v. Occidental Life Ins. Co., 
81 Mont. 44, 261 P. 620 ; Cardin Bldg Co. v. Smith, 125 Okl. 300, 258 P. 910. 
71 Haldeman v. Haldeman, 176 Ky. 635, 197 S. W. 376; In re Acadia Dairies, Inc., 
Del. Ch. , 135 A. 846. 
72 In re Webster Loose Leaf Filing Co., 240 F. 779. 
73 North Louisiana Baptist Ass'n v. Milliken, 110 La. 1002, 35 So. 264. 
74 Commonwealth v. Wickersham, 66 Pa. St. 134 ; Stephany v. Liberty Cut Glass Works 
76 N. J. Law 449, 69 A. 796. 
75 James R. Kirby Post No. 50 v. American Legion 258 Mass. 434, 155 N. E. 462. 
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