Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/244

 § 263.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VII. Rules of evidence applicable to corpora- tions. Cor- porate books. I'd:'.. In evidence, the presumptions applicable to individuals apply to corporations ; J and as a general rule the acts of corporations may be proved in the same manner as the acts of individuals. 2 Often the charter or by- laws may provide that regular records of the pro- ceedings of the managing boards shall be kept by some designated officer. And when the record exists, the rules of evidence require its production as constituting the best evi- dence. But the breach of a provision requiring acts of the board to be recorded, whatever may be the effect of the omission in rendering certain officers derelict in their duties, does not im- pair the validity of the unrecorded acts. 3 /f'u^ <v/3~*^ ?f?*- 36$ The books of the corporation are competent evidence to prove the number of shares subscribed for and the names of the sub- scribers; 4 they are competent evidence of the meeting held to organize the corporation and of the action taken thereat. 5 They are competent to prove the acceptance by the corporation of a subscription contract, though it has been held that they are not competent to prove such contract as against the subscriber. 6 ^ 1 Bank of the U. S. v. Dandridge, 12 Wheat. 64. Compare Johnson v. Bush, 3 Barb. Ch. 207. 2 Southern Hotel Co. v. Newman, 30 Mo. 118. Compare Leonard v. Burlington Mnt. Loan Ass' n, 55 Iowa, 594. 3 Bank of U. S. v. Dandridge, 12 Wheat. 64; Burgess v. Pue, 2 Gill (Md. ), 254 ; Bank of Kentucky v. Schuylkill Bank, 1 Parson's Sel. Cas. (Penn.) 180, 251, 263; Trott v. War- ren, 11 Me. 227; Cram v. Bangor House Proprietary, 12 Me. 354; Rus- sell v. McLellan, 14 Pick. 63; Mid- dlesex Husbandmen v. Davis, 3 Mete. (Mass.) 133; Davidson v. Bridgeport, 8 Conn. 472; Sehallard v. Eel River Nav. Co., 70 Cal. 144 ; Tickett v. Abney, 84 Tex. 645. See Hurd r. Hotchkiss, 7"-' Conn. 472; New Boston Fire Ins. Co. ». Saunders, 67 N. H. 249. 4 Evans c. Bailey, 66 Cal. 112; Pe- nobscott R. R. Co. v. Dummer, 40 Me. 224 ■3 172 ; Glenn v. Orr, 96 N. C. 413. V" See, also, Macon, etc., R. R. Co. v. >* Vasour, 57 Ga. 314; Washer v. Al- lensville, etc., T. P. Co., 81 Ind. 78; Fox v. Allensville, etc., T. P. Co., 46 Ind. 31; Lehman o. Glenn, 87 Ala. 618; Semple v. Glenn, 91 Ala. 245. Compare Fish v. Smith, 73 Conn. 377. When commissioners are provided for by statute, their books are official registers, and are admissible in evi- dence to prove a subscription. Mon- roe v. Ft. Wayne, etc., R. R. Co., 28 Mich. 272. 5 Duke v. Cahawba Nav. Co., 10 Ala. 82. See Blake v. Griswold, 103 N. Y. 429; Glenn v. Orr, 96 N. C. 413. Their competency as evidence against the corporation is not im- paired by the fact that they have been in the possession of its attor- neys. McCullough?). Talladega Ins. Co., 46 Ala. 376. 6 Colfax H. Co. v. Lyon, 69 Iowa, 683.