32 BULLETIN 110 6, IT. S. DEPARTMENT OF AGRICULTURE 
Unless required by statute, charter, or by-laws, it is not necessary 
that directors be members of the association. 58 Directors are elected 
for specified periods of service, sometimes prescribed in the law of 
the State; but usually upon the expiration of the term for which 
elected, a director does not thereby cease to be a director, but con- 
tinues as such, barring resignation or expulsion, with all of the rights 
and responsibilities incident thereto until the election and qualifica- 
tion of his successor. 59 
A director or officer of an pssociation at common law may resign 
at will, 60 and a statute providing that directors shall hold office for 
one year and until their successors have been elected and qualified 
does not prevent resignation during the year. 61 
COMPENSATION OF DIRECTORS 
The directors of an association have no inherent power to fix 
their own salaries or compensation as directors or, if they are officers, 
their salaries or compensation as officers. 62 In other words, unless 
the statute under which an association is formed, its articles of 
incorporation, or an authorized by-law, permits directors to fix their 
salaries or determine their compensation, they do not have such 
authority. This authority is possessed by the members of an associa- 
tion, who may, through appropriate by-laws or otherwise, either fix 
the salaries of the directors of an association or authorize the fixing 
of such salaries by the board of directors. Both the directors and 
the officers of a corporation are presumed to act without compensa- 
tion in performing the duties of their offices unless provision for 
compensating them has been made, 63 but if any of them are working 
regularly for the corporation with respect to matters not involving 
their duties as directors or officers, it will be assumed that reasonable 
compensation will be made by the corporation for such services. 64 
Many of the cooperative statutes state that " an association may 
provide a fair remuneration for the time actually spent by its officers 
and directors in its service." In this language, or in language similar 
thereto, the word association means members; and under such 
language the directors or officers are not authorized to fix their own 
salaries or compensation. The members should do so in the by-laws. 
MEETINGS OF THE BOARD 
How must the directors who compose the board act to bind the 
association ? " In order to bind the corporation, the board must act 
and act as a board either in a regular or in a special meeting called 
for the purpose." 65 In other words, the rule is established that in 
matters affecting the property or policies, or involving the exercise 
M Wright v. Floyd, 43 End. App. 546. 86 N. E. 971 : Wight v. Springfield & New London 
Railroad" Co.. 117 Mass. 226. 19 Am. Rep. 412. 
59 Lucky Queen Min. Co. r. Abraham. 26 Or. 2S2. 38 P. 65 ; Grant r. Elder, 64 Colo. 104, 
170 P. 198 ; Weil v. Defenbach, 36 Idaho 37. 208 P. 1025. 
60 Ewald v. Medical Society, 130 N. Y. S. 1024 (reversed on other grounds, 144 App. 
Div. 82). 
"Briggs v. Spaulding, 141 U. S. 132. 
62 Bennett v. Klipto Loose Leaf Co., 201 Iowa 236. 207 N. W. 228 ; Holcomb v. Forsyth, 
Ala. . 113 So. 516. 
83 First Nat. Bank of Allen r. Daugherty, 122 Okl. 47. 250 P. 796. 
64 Navco Hardwood Co. v. Bass. 214 Ala. 553. 108 So. 452. 
85 Jackson v. Bonneville Irr. Dist.. 66 Utah 404. 243 P. 107; Honaker v. New River, 
H. & W. R. Co., 116 Va. 662, 82 S. E. 727 : Nicholson v. Kingery, Wyo. , 261 
P. 122 ; Raish v. Orchard Canal Co., 67 Mont. 140, 218 P. 655. 
