| Vt. | Feb 15, 1855
The opinion of the court was delivered by
The auditor has found that the services, as charged by the plaintiff, were not only rendered, but that the charges are reasonable in amount. That finding is conclusive upon those matters, if the amount of compensation is not limited by the vote of the directors. Whether the services charged in this account are limited by that vote is the question in the case. They obviously are so limited, if they could not have been rendered in any other capacity than as director. Services of that character cannot be delegated to others. The plaintiff’s duty, as a director, must be
At the same time there are services which may be rendered for the benefit of a corporation, the performance of which may be delegated, by the directors, to other persons. For that purpose, the directors may employ, as their agents, those who are not members of the corporation, or they may employ one of their own number. Ang. & Ames on Corp. 211. A director is not incapacitated to discharge those duties and receive the same compensation which other agents would be entitled to recover. Chandler v. Monmouth Bank, 1 Green N. J. 255. Ang. & Ames, 255. This, we think, is the character of the services for which this suit is brought. The directors, under the powers given them by their charter, having' concluded to construct that portion of this railroad, were authorized to employ some one to superintend its construction. That duty might have been delegated to an engineer, or sub-engineer, or other agent, and equally so to the plaintiff, as one of their number. In rendering those services, the plaintiff was not acting in his official character, as director, but as the agent of the corporation, and his compensation is no more limited by that vote, than it would be if the services had been rendered by others, who were not directors.
The judgment of the county court is affirmed.