Cheeney v. Lafayette, Bloomington & Mississippi Railway Co.

Citations

• 68 Ill. 570

Syllabus

<p>1. Services—whether officers of railroad an-e entitled to compensation for. To entitle directors, etc., of a railway company to compensation for services, it must be provided for and fixed in the by-laws, or by resolution of the directors spread upon the minutes of their proceedings, and it seems that compensation in one of these modes must be fixed before the services are rendered.</p> <p>2. Trustees—no implied promise to pay trustees for see vices. At common law, a trustee was not entitled to compensation, and could not recover on a quantum men-uit; and in this State the president and directors of a railway company are trustees for the stockholders, and for that reason the law does not imply a promise to pay them for discharging the duties imposed upon persons occupying that position.</p> <p>3. But a person, not a director, and having no control over the funds and property of the corporation, rendering services, does not occupy the position of trustee to the company, and may recover a reasonable compensation for services rendered.</p> <p>4. Railroad director—right to recovm- for services not within ' the duties of his office. Where a director of a railway company is appointed an agent by a resolution to perform duties not pertaining to his office, such as to solicit subscription of stock, or to procure the right of way, he may recover for such services when rendered by him. But he can not recover for services performed as a member of the executive committee, nor in making efforts to contract for the construction of the road, including time and travel, as these are a part of his duties as director.</p>