If an officer is not a director his salary is generally fixed by the board of directors, unless the law forbids it.1 If such an officer or an agent is permitted to draw a salary larger than the amount originally fixed, which fact is reported to the board of directors and no objection is made by it, there will be inferred an agreement implied as a fact to pay the additional amount.2 But since the directors themselves wield the corporate powers, their salary, if one can be lawfully drawn by them, must be agreed upon prior to their election.3 The board of directors cannot vote salaries to themselves after election, nor can they vote a salary to one of their number as an officer, where the particular director's vote is necessary to the order,4 or where he is present and takes part in the meeting.5 But this principle Gray, 473; State Bank v. Lock, 4 Dev. 529.

3 Bank of North Liberties v. Cres-son, 12 S. & R. 306.

4 Pendleton v. Bank of Kentucky, 1 T. B. Mon. 171.

5 Bank of U. S. v. Brent, 2 Cranch, C. C. 696.

6 Bank of U. S. v. Dandridge, 12 Wheat. 64; Pryse v. Farmers' Bank, 33 S. W. R. 532. And see two first cases cited in note 5 to last section.

7 State Treas. v. Mann, 34 Vt. 371; Pendleton v. Bank of Ky., 1 T. B. Mon 171.

1 Mobile Branch Bank v. Collins, 7 Ala. 95.

2 San Joaquin Valley Bank v. Bowers, 65 Cal. 247. See Blue v. Cap. Nat. Bank, 145 Ind. 518

3 Wickersham v. Crittenden, 93 Cal. 17.

4 Wickersham v. Crittenden, supra.

5 Wickersham v. Crittenden, supra, uses this language, but the case is wrong if it means to say that any action taken by the board of directors as to a contract with one of the board is vitiated by the fact does not prevent a director from receiving pay for services which he has rendered to the bank as an agent outside of the duties of his office of director.6 Neither a director nor an officer who is one of the board can require pay for services which he has rendered as director or president, nor can such officer recover on a quantum meruit;7 but if the services rendered are extraordinary or outside of the duties of the office, he can recover, according to some decisions.8 The fair rule is that where services are rendered which a director or an officer who is one of the board could not be called upon to perform, and there is nothing to show that the services were gratuitous, he ought to be permitted to recover. Yet owing to the fact that abuses might arise, the weight of authority is that services rendered are gratuitous, unless expressly made otherwise. As to any other officer, the general rule applies that whatever he does for the corporation is covered by his salary.