10 BULLETIN 1106, U. S. DEPARTMENT OF AGRICULTURE. 
law must be general in its application and not aim at a particular 
member.** As indicating the possible scope of by-laws, a Nebraska 
case is interesting. It was held that a corporation not organized 
for profit and whose capital stock was fully paid up could lawfully 
require annual dues from its members.”@ An invalid by-law, if not 
opposed to public policy, is generally enforced as a contract be- 
tween the members and between the corporation and its members. 
For instance, if the members of an association adopt what purports 
to be a by-law, but which is void for the reason that the corpora- 
tion or association is not empowered by the law of the State in 
which it is incorporated or by its charter to adopt the particular 
by-law, it will, as a general rule, be enforced as a contract.*7 The 
term “ constitution” is frequently used in connection with by-laws. 
So far as an incorporated association is concerned, it is not believed 
that the expression has any place. A “constitution ” has been held 
to be only a by-law with an inappropriate name and in no sense a 
charter.?® 
DIRECTORS AND OFFICERS. 
After an incorporated cooperative association or other corporation 
has been created, it is then necessary to elect directors and officers 
through whom the association may conduct its business. In some 
States the directors and officers for the first year or for the purpose 
of initiating the work of the corporation are chosen before incor- 
poration, but this is not usually required or done. The directors 
are elected by the members of the association for a given length of 
time which is sometimes specified in the law of the State. The 
directors, in turn, as a rule, elect the officers, who are usually chosen 
from among their number. Unless a statute requires, it is not 
necessary that the directors should be stockholders or members of 
the association. 
The directors and officers of a cooperative association or other 
corporation are required to act honestly and fairly in conducting 
the affairs of the corporation. A director or officer must be open 
and aboveboard in his transactions with the corporation. He must 
not take advantage of his position to drive an unjust bargain with 
the corporation or its stockholders. It is his duty to use his best 
efforts to promote the interests of the stockholders or members of 
the corporation, and he can not acquire any adverse interests. The 
injunction that “ No man can serve two masters” is recognized by 
% Budd v. Multnomah St. R. Co., 15 Oreg. 413, 15 Pac. 659. 
26 Qmaha Law Library Ass’n. v. Cornell, 55 Neb. 396, 75 N. W. 837. 
“ Strong v. Minnesota Automobile Trade Ass’n., (Minn.) 186 N. W. 800; New Eng- 
land Trust Co. v. Abbott, 162 Mass. 148, 38 N. BH. 432, 27 L. R. A. 271. 
2 Supreme Lodge K. P. v. Kutscher, 179 Ill. 340; 53 N. E. 620. 
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