OF CORPORATE MEETINGS. It is usual for boards of directors of corporations to keep a regular record in writing of their proceed ings. It has been said that such a record is essential either to the proof or validity of their acts and contracts. Such may be the case if the charter makes the keeping of such a record essential to the validity of cor porate acts. But in the absence of a provi sion directing the keeping of such records, there appears to be no reason for any dis tinction between recording in writing the acts of a board of agents of a corporation, and of the agents of a natural person. Pro visions in charters directing that minutes be kept are merely directory; a failure to keep them does not affect the validity of cor porate acts; Bank of U. S. v. Dandridge, 12 Wheat. (U. S.) 75; 6 L. Ed. 552; Ang. Sr A. Corp. 291 a; Green's Brice, Ultra Vires 522, n. b. See Lyndeborough Glass Co. v. Glass Co., 111 Mass. 315; Foot v. R Co., 32 Vt.
633.
The failure to enter a vote of stockhold ers in the corporation records at the time when it was adopted does not affect its va lidity ; Handley v. Stutz, 139 U. S. 417, 11 Sup. Ct. 530, 35 L. Ed. 227.
When such records are kept, they are the best evidence of the proceedings a meet ing ; but if no minutes were kept, or if, in a suit against the corporation, and upon no tice, the corporation neglects or refuses to produce its books, other evidence is admis sible; Foot v. R. Co., 32 Vt. 633 ; Lynde borough Glass Co. v. Glass Co., 111 Mass. 315; Ang. & A. Corp. 291 a.
A party may introduce in evidence rele vant portions of corporate minutes, without being required to offer all that relates to the matter in question, the opposite party having the right to introduce such other portions as are relevant ; Fouchd v. Bank, 110 Ga. 827, 36 S. E. 256.