Wood v. Lost Lake Manufacturing Co.

Citations

• 23 Or. 20
• 23 P. 848

Syllabus

<p>i Corporations — Directors—Officers’ Salary.— A director of a private corporation is not legally entitled to compensation for services rendered in the performance of duties appertaining to liis office, unless it is provided for by a resolution or bylaw of the corporation adopted prior to the time of the performance of the services; nor will the auditing and allowance of a claim for such services by the board of directors of the corporation renderit legally binding upon the corporation in the absence of proof of such prior resolution or bylaw. Where the president of a board of directors of a private corporation presented a claim for salary to the board, which it allowed, and the corporation thereafter made an assignment for the benefit of its creditors in accordance with the statute in such case made and provided, and the president subsequently presented to the assignee of the insolvent corporation a claim for the amount of salary so allowed, to which certain parties interested in the insolvent estate filed exceptions on the ground that the claimant had rendered no services as president, and the matter was thereupon tried by jury, and it appeared upon such trial that the bylaws of the corporation provided that the salary of the president and its other officers should be fixed by the board of directors, but that no agreement had been made or anything said upon the subject nor any action taken by the corporation in regard thereto prior to the time of such allowance by the board; held, that the claim was not a valid or binding obligation upon the corporation and could not legally be enforced against its estate in the hands of the assignee.</p> <p>[ Syllabus by the Court. ]</p>