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TMI Blog1936 (12) TMI 25X X X X Extracts X X X X X X X X Extracts X X X X ..... contended before me that this view is wrong. To appreciate the contention, reference to a few by-laws of the Society is necessary. Under by-law 17 the executive management of the affairs of the Society shall vest in a Board of Directors which shall consist of not more than five members. Under by-law 18 the members of the Board of Directors shall be elected by the general body for a period of two years from among the members of the society. After the Board of Directors in elected they shall elect from among themselves a President and a Secretary and Treasurer. Under by-law 28 the services of the members of the Board of Directors shall be gratuitous. Under by-law 29 the ultimate authority in all matters relating to the administration of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eration the Director can sue for it. The question in this case is, what is the right which the Secretary has under by-law 60 for the payment of the honorarium provided therein ? With reference to the right of a Director to claim remuneration from a company the rule of law is thus stated by Sterling, J., in Issue's Case [[1892] 2 Ch. 158] at page 164 "where a man has accepted the office of Director and acted as such, there ought to be inferred an agreement between him and the Company, on his part that he will serve the Company on the terms as to qualification and otherwise contained in the articles of association, and on the part of the Company that he shall receive the remuneration and all the benefits which those articles provide for Dir ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on which the custom requires that no fixed remuneration be placed, as a physician's honorarium and honorarium for literary work". In Oxford Dictionary it is defined thus: "Honorary reward, a fee for services rendered". Thus it will be seen honrarium might according to context connote a purely gratuitous payment or a fee for services rendered. It is a called "honorarium" in by-law 60, clause (2) on account of the character of the services rendered. From the mere use of the word "honorarium" it is unsafe to designate it as a gratuitous payment. In dealing with a case where the articles of association provided that a person acting as a director shall get 150 per annum, MacCardie J. made the following observations in Moriarty v. Regen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... emuneration for 1929-30 for the period served by him in that year. The general body in my opinion, was not competent to withhold payment. So far as Rs. 120-3-0 due for 1928-29 is concerned, there seems to be no question that the plaintiff is entitled to it. But will he be entitled to claim the remuneration of Rs. 56 for the broken period 1929-30? In my opinion, by-law 60 contemplates the payment of an annual lump sum contingent on a person serving as Secretary for the entire period and he is not entitled to claim any portion of the profits for the year 1929-30. The plaintiff is thus entitled only to a decree for Rs. 120-3-0. I therefore reverse the decree of the lower court and pass a decree in favour of the plaintiff for the sum of Rs. 120 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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