feror and transferee. Many small corporations dispense entirely with the transfer book, and the certificates contain on their backs only a direct assignment to the transferee, without any power of attorney to transfer on the books of the company. This method is simpler and has much to commend it.

The stock ledger contains a record on the debit side, of persons to whom the stockholder has transferred shares, the numbers of his old certificates, the numbers of new certificates issued to them, with the dates and numbers of shares. On the other side appear the names of persons from whom he has received shares, with the dates, certificate numbers, numbers of shares, and, unless all the stock has been fully paid, a statement as to the condition of the shares in that respect.

b. Right to inspect the books.

The right to inspect the corporation books and records at proper times and for proper purposes is incidental to the ownership of shares. 1232 And where the right exists the motive for making the inspection is immaterial, except as hereinafter stated.1233

Nothing more is required than that, acting in good faith. for the protection of the interests of the corporation, and his own interests, he desires to ascertain the condition of the company's business." 1234

“Of course the right at common law is not absolute, so that it can be exercised for mere curiosity, or for merely speculative purposes, or vexatiously. If the court is appealed to for the

1232 Guthrie v. Harkness, 199 U. S. 148; Re Steinway, 159 N. Y. 250; Commonwealth v. Phoenix Iron Co., 105 Pa. St. 111; Lyon v. American Screw Co., 16 R. I. 472; Phoenix Iron Co. v. Commonwealth, 113 Pa. St. 563; O'Hara v. National Biscuit Co., 69 N. J. L. 198, 54 Atl. 241; Rosenfeld v. Einstein, 46 N. J. L. 479; Fuller v. Alex. Hollander Co., 61 N. J. Eq. 648; Bruning v. Hoboken, etc., Co., 67 N. J. L. 119; Hemingway v. Hemingway, 58 Conn. 443. See also Union Bank v. Knapp, 3 Pick. 96,

108.

1233 Foster v. White, 86 Ala. 467; Lyon v. American Screw Co., 16 R. I. 472; Mutter v. Eastern, etc., R. Co., 38 Ch. D. 92; Mitchell v. Rubber Reclaiming Co., 24 Atl. 407 (N. J. Ch.); Cincinnati Volksblatt Co. v. Hoffmeister, 62 Ohio St. 189; Weinhenmayer v. Bitner, 88 Md. 325.

1234 Varney v. Baker, 194 Mass. 239, per Knowlton, C. J.

enforcement of the right, a sound discretion will be exercised to determine whether the petitioner is acting for an honest purpose, not adverse to the interests of the corporation. The court will consider whether his desire for an examination is reasonable, having reference to the interests of the corporation and his personal interests as a member of it. Its effect upon the corporation in reference to competition and other interests will not be disregarded." 1235

The inspection may be made by an attorney or expert. The right of inspection includes the right to make copies,1237 and a stenographer may be employed.1238

The present act gives a mandatory jurisdiction in equity to compel the production of the books and records therein mentioned.1239

Apart from this provision of the statute, and in cases not covered by it, mandamus will lie to compel officers of the corporation to permit inspection in a proper case.1240

1235 Varney v. Baker, 194 Mass. 239, per Knowleton, J.; Bruning v. Hoboken, etc., Co., 67 N. J. L. 119; People v. Northern Pacific R. Co., 50 N. Y. Super. 456; Phoenix Iron Co. v. Commonwealth, 113 Pa. St. 563; Commonwealth v. Phoenix Iron Co., 105 Pa. St. 111; People v. Lake Shore, etc., R. Co., 70 N. Y. 220. See reporter's note to Stettauer v. New York, etc., Construction Co., 42 N. J. Eq. 46, 49.

1236 Ellsworth v. Dorwart, 95 Iowa, 108; Mitchell v. Rubber Reclaiming Co., 24 Atl. 407 (N. J. Ch.); Foster v. White, 86 Ala. 467; People v. Nassau Ferry Co., 86 Hun, 128.

1237 Mutter v. Eastern, etc., R. Co., 38 Ch. D. 92; Re Martin, 62 Hun, 557; Cincinnati Volksblatt Co. v. Hoffmeister, 62 Ohio St. 189.

1238 Ellsworth v. Dorwart, 95 Iowa, 108.

1239 See Huylar v. Cragin Cattle Co., 42 N. J. Eq. 139, 141.

1240 Varney v. Baker, 194 Mass. 239; Rosenfeld v. Einstein, 46 N. J. L. 479; Bruning v. Hoboken, etc., Co., 67 N. J. L. 119; Fuller v. Alex. Hollander Co., 61 N. J. Eq. 648; People v. Goldstein, 37 N. Y. App. Div. 550, 56 N. Y. S. 306. Cf. Lyon v. American Screw Co., 16 R. I. 472, 475; State v. Pacific Brewing, etc., Co., 21 Wash. 451. See Huylar v. Cragin Cattle Co., 42 N. J. Eq. 139, 141.

e. Records as evidence,

1241

The records of the corporation are evidence of the acts and contracts of the corporation and the authority of agents.' They may also contain admissions good against the corporation.1242 "We have no doubt that the books and records of a corporation are prima facie evidence against it, as admissions; and, under some circumstances, may be conclusive evidence. But, at the most, a corporation can only be bound conclusively by its records, either when they are the records duly made by the recording officer of its proceedings, or when some person, who has had proper access to them, or knowledge of them, has become aware of their contents, and has acted upon the faith that they were the records of its proceedings. And a corporation is not bound, as to third persons, by interpolations fraudulently inserted in its records, where such third persons have not acted on, or seen, or known of the existence of, the matter so interpolated and appearing to be recorded. It is not estopped or bound by such fraudulent addition, unless it is shown to have been negligent in omitting to make due correction of the records and that some innocent person has been misled thereby. " 1243

Circulars issued by the corporation may also be evidence against it.1244

It must appear, of course, that books offered as evidence are the records of the corporation, and that entries therein were made by the proper officers as records.1245 The entries may be written up after the meeting, and by another person under the direction of the clerk.1246

1241 2 Cook on Corp., 5th ed., § 714.

1242 Clark v. Warwick Cycle Co., 174 Mass. 434 (vote to go into insolvency and schedule of creditors, to show plaintiff a creditor).

1243 Holden v. Hoyt, 134 Mass. 181, 184, per C. Allen, J. Cf. Amherst Bank v. Root, 2 Root, 2 Met. 522, 544; Holden v. Phelps, 141 Mass. 456; Commonwealth v. Reading Savings Bank, 137 Mass. 431, 438.

1244 Putnam v. Gunning, 162 Mass. 552. Cf. Nash v. Minnesota, etc., Trust Co., 159 Mass. 437.

1245 Whitman v. Granite Church, 24 Me. 236.

1246 Wells v. Rahway White Rubber Co., 19 N. J. Eq. 402.

Third persons are not chargeable with notice of the matters recorded in the books of a corporation.1247

Where the records are out of the jurisdiction, and are not produced, other evidence may be resorted to for the purpose of establishing corporate acts and the authority of corporate officers, 1248 and the same is true in case of a refusal or failure to produce after notice.1248a

A conveyance of assets and "all evidence thereof" passes title and right of possession to account and record books; but, if the corporation needed them for evidence in another matter, the courts would assist in compelling their production.1249

The clerk of a corporation may make copies of his records, and his certification will be evidence of the verity of a copy; 1250 but it is no part of his duty to certify to facts not appearing in the records, e. g., as to a certain person being a member of the corporation.1251

"Upon the trial of a person [for making an unauthorized issue of stocks, bonds, etc., or fraudulently transferring stock, or making false entries in corporate records, R. L., c. 208, §§ 56-58] the books of any person, firm or corporation to which he had access or the right of access shall be admissible in evidence." 1252

§ 31. Lost certificates.

"The directors of a corporation may, unless otherwise provided by the by-laws, determine the conditions upon which a new certificate of stock may be issued in place of any certificate which is alleged to have been lost or destroyed. They may, in their discretion, require the owner of a lost or destroyed certificate, or his

1247 Wetherbee v. Baker, 35 N. J. Eq. 501, 509. See Black v. Shreve, 13 N. J. Eq. 455, 466, 483; North River Meadow Co. v. Christ Church, 22 N. J. L. 424; Van Hook v. Summerville Manuf. Co., 5 N. J. Eq. 137. 1248 Topping v. Bickford, 4 Allen, 120.

1248a Thayer v. Middlesex, etc., Ins. Co., 10 Pick. 326, 329.

1249 Lothrop Pub. Co. v. Williams, 191 Mass. 361.

1250 Oakes v. Hill, 14 Pick. 442.

1251 Oakes v. Hill, 14 Pick. 442. Cf. Hallowell, etc., Bank v. Hamlin, 14 Mass. 178; Hastings v. Blue Hill Turnpike, 9 Pick. 80; Stebbins v. Merritt, 10 Cush. 27.

1252 R. L., c. 208, § 59; Pub. St., c. 203, § 57; Gen. St., c. 161, § 52; St. 1856, c. 123, § 4.

legal representative, to give a bond with sufficient surety to the corporation in a sum not exceeding double the market value of the stock to indemnify the corporation against any loss or claim which may arise by reason of the issue of a certificate in place of such lost or destroyed stock certificate." 1253

The last sentence of this section is new, and is declaratory of the usual practice before the act in regard to lost certificates.

The reason of the custom is that a corporation issuing a new certificate is liable to a purchaser of the old certificate supposed to be lost or destroyed, and its good faith is no defence.1254

It is usual and proper for the board of directors or the executive committee to pass upon each case of lost certificates, and to specially authorize the issuance of new ones; and it is well for the new certificate to state that it is issued to take the place of one which has been lost.

The court is the final arbiter of the question whether a certificate has been lost, and no by-law providing that the directors shall decide the matter can oust the court of its jurisdiction.1255

In case a certificate is lost or stolen the owner should notify the clerk of the corporation in order to stop transfer, and should also advertise for the return of the certificate.

§ 32. Unclaimed dividends.

Every corporation shall, once in every five years, publish three times successively in a newspaper in the city of Boston, and also in a newspaper in the county in which the principal office of the corporation is located, a list of all dividends which have remained unclaimed for two years or more and the names of the persons to whose credit such dividends stand.” 1256

1258 St. 1903, c. 437, § 31; R. L., c. 110, § 28; Pub. St., c. 106, § 30; St. 1870, c. 224, § 26. Not cited on this point to 193 Mass. 1254 Railroad Co. v. Robbins, 35 Ohio St. 483; Cushman v. Jewelry Co., 76 N. Y. 365.

Thayer Manuf.

1255 Webber v. Cambridgeport Savings Bank, 186 Mass. 314 (case of a lost bank book); Miles v. Schmidt, 168 Mass. 339.

1256 St. 1903, c. 437, § 32; R. L., c. 109, § 40; Pub. St., c. 105, § 27; Gen. St., c. 68, § 19; St. 1837, c. 56. Not cited to 193 Mass. This provision is substantially the same as in the Revised Laws.