Bassett v. Fairchild

Citations

• 6 Cal. Unrep. 458
• 61 P. 791
• 1900 Cal. LEXIS 1082

Syllabus

<p>Appeal.—An Assignment ef Error not Discussed in appellant’s brief will not be reviewed.</p> <p>Corporation—Compensation of Director.—Where a Director of a corporation performed services as its manager not pertaining to his duties as director, he is entitled to recover what such services were reasonably worth, though no- rate of compensation was fixed by the board of directors in advance of the performance of the services.</p> <p>Corporation—Compensation of Director.—Where a Director Rendered services for the corporation as manager, which were outside of his duties as director, for which he received payment without the authority from the board, such payment might be properly ratified thereafter; -and the directors cannot be held liable therefor, as for a wrongful expenditure of funds.</p> <p>Corporation—Quorum—Interested Director.—Under Civil Code, section 308, declaring that a majority of -the directors of a corporation form a quorum, the passage of a resolution ratifying payment of compensation to' one of their members for services outside his duties as a director was not invalidated by the fact that such director was present when the vote was taken, though his presence was necessary -to constitute a quorum,, where the resolution was passed without his vote,</p> <p>Corporation.—Stockholders may Ratify the Action of the hoard of directors in ratifying a payment to a director for services outside ■ his duties as a director, and the fact that such director was present at the stockholders’ meeting at which action t'hereon- was taken did not invalidate it, a majority of the stockholders, independent of such interested stockholder, having voted in favor of the resolution.</p> <p>Corporation.—The Fact That Such Ratification was a ratification of all the acts of the directors since the preceding stockholders’ meeting could not be urged against its validity as a ratification of such payment, where the objection was made to the adoption of the resolution at the meeting on