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tificate. (Form for transfer on the books of company, see No. 32.) This transfer should, when possible, be written into the transfer record and signed by the assignee of the stock. Form No. is a sample page of the transfer record and is used as a day book for the stockholders ledger, as is also the stock register.

The Stock Register.—This book is no more than a record of certificates of stock issued, to whom, and the balance of stock to the credit of each stockholder. If kept to date it at once indicates the number of shares owned by any stockholder and determines his voting power at stockholders' meetings. For sample page of this book, see Form No. —.

The Dividend Book explains itself, being a record of dividend paid, to whom, and upon what shares of stock. Payments being made by the treasurer, who keeps this book. For form of page, see Form No.

The Minute Book.—This is an important book for the reason that in it are recorded the transactions of the corporation, and is the evidence as to what was done regarding any matter before the board of directors or stockholders meeting. Great care should be used in making entries in it. The secretary who keeps this book should, at the meeting the transactions of which are to be recorded, enter all motions, by whom made and seconded and whether lost or carried, and a sufficient note of the motion itself to enable him to transcribe it into the Minute Book. These notes may be made, and preferably should be made, on separate sheets of paper at the meeting. Immediately following the meeting all motions, resolutions and other doings of the meeting should be written into the Minute Book by the secretary himself, or under his immediate direction, so he shall know and will be able to swear that the minutes as written in the Minute Book are a complete and accurate record of the proceedings of the meeting. The notes may be saved but are not required if the secretary himself makes up the record in the Minute Book. The record should be written in such a manner that a stranger reading the text may understand the action taken. All documents and other

papers introduced at any meeting should be marked, filed and dated, and preserved for future reference. On important motions or resolutions the name of all who voted for or against should be recorded. The secretary should see to it that all minutes after being written up are read and approved by due vote, or if corrected, approved as corrected at the same or the next meeting.

In small companies the same book may be used to record the minutes of both stockholders' and directors' meetings. Directions for preparing the minutes of different meetings will be found in Form No. 69 and Form No. 70. An excellent book for small companies is the Comprehensive Corporation Record, published by Geo. E. Cole & Co., Chicago. Number C 100. Price, $4.50.

Every stockholder is given the right either personally or by his attorney to examine any and all corporate books and records; the rule being that he must make such examinations at reasonable times.

§ 13. It shall be the duty of the directors or trustees of every stock corporation to cause to be kept at its principal office or place of business in this State, correct books of account of all its business, and every stockholder in such corporation shall have the right at all reasonable times, by himself or by his attorney, to examine the records and books of account of the corporation. (Chapter 32.)

Law as to.

Casualty company under contract to indemnify corporation, may examine the books of such corporation, where the contract gives that privilege.

Swedish Am. Tel. Co. v. Fidelity & Casualty Co., 208 Ill. 562. The books of a corporation are not conclusive evidence as to whether a debt for which the president gave his note, is a corporate debt.

Union Nat'l Bank v. Post, 192 Ill. 385. Record books of a corporation are good evidence to show all stocks subscribed for.

McCoy v. World's Col. Ex., 186 Ill. 356.

Statute (Chap. 32, Sec. 13) as to examination of books by a stockholder does not restrict common law right.

Stone v. Kellogg, 165 Ill. 192 (204). Stockholder may examine books at all reasonable times; and all records and papers.

Stone v. Kellogg, 165 Ill. 192 (205). Fact that corporate record does not agree with provisions of a mortgage does not invalidate the mortgage.

Ashley Wire Co. v. Ill. Steel Co., 164 Ill. 149 (159). Corporate books must be produced as evidence, where possible. Entries showing where letters were mailed and notices of calls are not part of the books, but mere memoranda.

Mandel v. Swan Land Co., 154 Ill. 177. Sec. 13 of Corporation Act requiring books of account to be kept at the office of corporations in this State considered.

North & S. Rolling Stock Co. v. People, 147 III. 234 (251). Corporate resolutions are not required, nor entitled to be recorded in the County Recorder's records.

Mullanphy Savings Bank v. Schott, 135 III. 655 (667). Corporations are presumed to keep books and records showing resolutions passed.

Mullanphy Savings Bank v. Schott, 135 Ill. 655 (667).



Establishing relation of.

Purchase of railroad ticket establishes the relation of carrier to the purchaser.

W. St. L. & P. Ry. Co. v. Rector, 104 Ill. 296.
See Bare v. American Forwarding Co., 242 Ill. 298.

As agents.

When an agreement between carriers as to carrying freight does not amount to making each the agent of the other.

Ill. Cent. R. R. Co. v. Foulks, 192 Ill. 57. A shipper who loads cars at his factory is not an agent of the railroad company so as to make it liable for his negligence, unknown to such company.

Pennsylvania Co. v. Kenwood Bridge Co., 170 III. 645.

As insurers.

Rule stated.

P. C. C. & St. L. Ry. Co. v. Chicago; 242 Ill. 178.

Carriers are insurers of safe delivery of goods to consignee -express company. Money delivered to wrong person-re

covery had.

Pacific Ex. Co. v. Shearer, 160 III. 215.

Carriers are insurers of delivery of goods, and the burden is on them to show liability had terminated before the damage complained of.

P. & P. U. Ry. Co. v. U S. Rolling Stk. Co., 136 III. 643.

Business customs of.

The custom is for a forwarding carrier to prepay freight to a receiving carrier where goods are shipped to a prepay station on the receiving carrier's line.

Lehigh Valley Trans. Co. v. Sugar Co., 228 III. 121. Carriers are not authorized to hold freight for demurrage due on other freight or for any freight due on some other account.

Purcell v. P. C. C. & St. L. Ry Co., 2 Ill. C. C. R. 378. Where a forwarding carrier attempts to deliver goods to a connecting line, whose agent refuses to accept the goods until freight charges are prepaid over its line, the destination being a prepay station, and the forwarding company leaves the goods at the warehouse of the connecting line while seeking to settle the matter of prepayment, and the goods are damaged by fire and ultimately lost, the forwarding company will be liable for their value.

Lehigh Valley Trans. Co. v. Sugar Co., 228 III. 121. Shippers, not carriers, must pay for revenue stamps required on express by U. S. statutes.

U. S. Express Co. v. People, 195 Ill. 155. Misfeasance of carrier's employe is shown where he ships goods by a route on which they are delayed and damaged, when a more direct route was available.

Ill. Cent. R. R. Co. v. Foulks, 192 Ill. 57.

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