HOLDING THAT SALARY IS INTENDED TO CONVEY THE IDEA OF REWARD FOR, OR COMPENSATION FOR OFFICIAL SERVICES; THAT IT DOES NOT CONVEY THE IDEA OF THE REPAYMENT OF EXPENDITURES ALLOWABLE BY LAW. WHILE AT SOME POINT IT MAY BECOME EVIDENT THAT A FIXED FEE (OR PER DIEM) PAYMENT REPRESENTS A SUM IN EXCESS OF THE LEGITIMATE EXPECTATION OF A BOARD MEMBER FOR REIMBURSEMENT OF HIS OR HER COSTS ASSOCIATED WITH ATTENDANCE OF FUNCTIONS RELATING TO HIS OR HER OFFICIAL DUTIES AND RESPONSIBILITIES, THAT DETERMINATION IS A FACTUAL ONE WHICH LIES, FIRST, WITH THE BOARD ITSELF, THEN WITH THE COOPERATIVE MEMBERSHIP.
THERE REMAINS HOWEVER THE QUESTION WHETHER, IN LIGHT OF THE STATUTORY PROVISION THAT A FIXED FEE AND EXPENSES MAY BE ALLOWED A TRUSTEE FOR ATTENDANCE AT BOARD MEETINGS WHERE THE BYLAWS SO PROVIDE, SUCH EXPENSES MAY NOT BE ALLOWED UNLESS THE BYLAWS AUTHORIZE THEM. IT IS MY UNDERSTANDING FROM YOUR LETTER THAT THE BYLAWS DO PROVIDE FOR THESE REIMBURSEMENTS FOR BOARD MEETINGS, THUS THIS LETTER ADDRESSES ONLY THE ISSUE OF WHETHER THE BYLAWS MUST PROVIDE FOR EXPENSES OUTSIDE THOSE SPECIFICALLY ENUMERATED BY THE STATUTE.
THIS QUESTION MAY BE APPROACHED IN AT LEAST TWO WAYS. FIRST, AS WE HAVE NOTED PREVIOUSLY HEREIN, THE LAW ITSELF REQUIRES US TO CONSTRUE ITS PROVISIONS BROADLY. 18 O.S. 437.29, SUPRA. TO IMPOSE A REQUIREMENT OVER AND ABOVE THOSE THE LEGISLATURE HAS SEEN FIT TO IMPOSE WOULD BE CONTRARY TO THE EXPRESSED LEGISLATIVE INTENT. MOREOVER, WHILE THE LEGISLATURE MAY BE DEEMED TO HAVE REQUIRED AUTHORIZATION FROM THE BYLAWS FOR EXPENSES ASSOCIATED WITH ATTENDANCE AT BOARD MEETINGS (A QUESTION WE DO NOT ADDRESS) IT IS OTHERWISE A GENERALLY ACCEPTED PRINCIPLE OF CORPORATE LAW THAT AN OFFICER OR DIRECTOR OF A CORPORATION HAS A RIGHT TO BE REIMBURSED FOR MONEY PROPERLY ADVANCED OR EXPENSES NECESSARILY INCURRED FOR THE CORPORATION. THERE IS NO PRESUMPTION THAT SUCH EXPENDITURES WERE MADE GRATUITOUSLY, BUT THE EXPENSES INCURRED MUST RESULT PROXIMATELY FROM THE EXECUTION OF THE DUTIES INVOLVED IN THE OFFICE. SEE 18B AM. JUR. 2D CORPORATIONS 1897 AND CITATIONS THEREIN; FLIGHT EQUIPMENT AND ENGINEERING CORP. V. SHELTON, 103 SO.2D 615 (FLA. 1958), HOLDING WHERE REASONABLE EXPENSES ARE INCURRED BY A CORPORATE OFFICER IN THE PERFORMANCE OF HIS CORPORATE DUTIES, AND PERFORMANCE OF HIS CORPORATE DUTIES ARE OF BENEFIT TO THE CORPORATION, THE OFFICER IS LEGALLY ENTITLED TO BE REIMBURSED THEREFOR UNDER THE THEORY OF IMPLIED CONTRACTS. AS COOPERATIVE ASSOCIATIONS ARE ORGANIZED IN CORPORATE FORM AND ARE THEREFORE BASICALLY A CORPORATION, THE GENERAL LAWS RELATING TO CORPORATIONS APPLY ALSO TO COOPERATIVES. SEE 18 AM. JUR. 2D COOPERATIVE ASSOCIATIONS 12, AND CASES CITED THEREIN.
WHILE THERE IS SOME ROOM TO INTERPRET THE PROVISIONS OF 18 O.S. 437.8(A) DIFFERENTLY, THE FOREGOING PROVIDES, IN MY OPINION A SOUND LEGAL BASIS FOR THE BOARD'S LONGSTANDING INTERPRETATION OF THE SCOPE OF ITS AUTHORITY. AS YOU NOTE IN YOUR LETTER, THIS PRACTICE HAS BEEN ONGOING SINCE THE INCEPTION OF COOPERATIVES. THE MEMBERSHIP'S ACQUIESCENCE IN THIS INTERPRETATION IS NOT WITHOUT RELEVANCE AS WELL.
(SUSAN BRIMER LOVING)