4. Minutes.—The most important part of a meet ing is the minutes. It has been held that the minutes are merely evidence of what has occurred and that other evidence, such as the testimony of a member who was present, can be used to contradict the minutes. But in a contest between the corporation and an outsider it is always hard to overcome the testi mony of the written minutes, especially if they are so worded as to show action against the interest of the corporation. Hence it is essential that the Secretary exercise great care in wording the minutes.
It is customary in small corporations when only routine business is to be transacted at a stockholders' meeting, for the secretary to prepare a draft of the minutes before the meeting, and to read them before the meeting adjourns. This is a wholesome practice, for it commits the stockholders not only to certain ac tions but to the verbal expression of the action and does not place a heavy responsibility on the secretary. Form of minutes.' The annual meeting of the stockholders of the New York, New Haven and Hartford Railroad Company was held, pur suant to legal notice, at Harmonic Hall, No. 9 Elm Street, New Haven, Connecticut, on Wednesday, October 9.2nd, 1913.
President Howard Elliott in the chair.
The call for the 'Beefing was read by the secretary as fol lows: To the stockholders of the New York, New Haven and Hartford Railroad Company: Notice is hereby given that the annual meeting of the stockholders of the New York, New Haven and Hartford Railroad Company will be held in Harmonic Hall, No. 9 Elm Street, in the city- of New Haven, Connecticut, on Wednes day, the 22nd day of October, 1913, at twelve o'clock noon, for the following purposes : 1. To act upon proposed amendments to the stockhold ers' by-laws, as follows: Amend Articles III, IV, VII and IX by striking out the word "president" wherever it occurs and inserting in lieu thereof the words "chairman of the board," so that said arti cles as amended shall read as follows: III. "The annual meeting of this corporation at which directors shall be chosen shall be held in the city of New Haven, Connecticut, on the fourth Wednesday of October in each year, at 12 o'clock Al., at such place as shall be fixed by the chairman of the board of directors."
IV. "A special meeting of this corporation may be called at any time by order of the board of directors, and shall be held in the city of New Haven, at such hour and place as shall be fixed by the chairman of the board of direct ors." VII. "For each annual and special meeting of the stock holders the board of directors shall appoint two tellers to receive and count the votes cast thereat. In case of the fail ure of the board of directors to make such appointment, or in case of the failure or inability of either or both of the tell ers to serve at such meeting, the chairman of the board shall appoint another teller or tellers in his or their places." IX. "All the meetings of this corporation shall be pre sided over by the chairman of the board when lie shall be present." Amend Article X by inserting after the word "secretary" the words "or assistant secretaries," so that said article as amended shall read as follows: X. "Minutes of all meetings of the corporation shall be taken and recorded by the secretary or assistant secretaries." 2. To elect a board of directors for the ensuing year.
3. To consider the annual statement and approve the acts of the directors and officers of the corporation as described in said statement and as reported at said meeting.
4. To transact any other business which may properly come before said meeting.
For the purpose of this meeting the transfer books of the company will he closed from October 8th, 1913, to October 22nd, 1913, both days inclusive.
The affidavits of publication of the notice in accordance with law and the by-laws of the company were also submitted.
The following motion was presented by Clarence H. Ven ner, of New York, and duly seconded: " That the secretary be and hereby is requested to read the minutes of the proceedings of the board of directors and the executive committee thereof since the last meeting" which, after considerable discussion, was amended on motion of ex-Governor Bulkeley and accepted by Mr. Venner, as fol lows : "So far as they are applicable to any matters mentioned in the report which the stockholders are asked to approve." On motion of Mr. W. A. Beardsley, duly seconded, it was voted to lay the resolution on the table.