The directors must cause a book to be kept by the secretary to be called, record of corporation debts, in which the secretary shall record all written contracts of the directors, and a succinct statement of the debts of the corporation, the amount thereof and to whom contracted, which book shall at all times be open to inspection by any stockholder or other party in interest. When any contract or debt shall be paid or discharged, the secretary shall make a memorandum thereof in the margin, or in some other convenient place in the record where the same is recorded. They must also cause a complete record to be kept by the secretary, of the proceedings of all meetings of the board of directors and of the stockholders, in a book provided specially for that purpose. Such record must show the name of each director present at the opening of each meeting of the board and at what stage of the proceedings any director not present at the opening appeared, and also at what stage of the proceedings any director may absent himself on leave or otherwise. The record must also show the name of each director voting against any proposition, whenever any director may require the same to be placed upon the record. Prior to the adjournment of each meeting of the board or of the stockholders, as the case may be, the record of the proceedings of such meeting must be read and approved. The directors must also cause such other books to [be] kept by the secretary as may be deemed necessary, or prescribed by the directors, in which all the business transactions of the corporation must be plainly and accurately entered and kept; also a book to be labeled, book of stockholders, which shall contain the names of all persons alphabetically arranged, who are, or shall have been, stockholders of the corporation, showing their places of residence, if known, the number of shares of stock held by them respectively, the time when they, respectively, became the owners of such shares, the amount of cash actually paid to the company by them respectively for their stock and also the time when they may have ceased to be stockholders. Said book of stockholders, during the office hours of the secretary, shall be open to the inspection of stockholders and creditors of the corporation and their personal representatives. The directors must also cause to be kept by the secretary a book to be labeled, transfer book, in which all transfers of stock must be entered. Said transfer book, shall be received in all courts and places as prima facie evidence of the facts therein stated.

History: Laws 1878, ch. 1, ch. [tit.] 3, § 18; C.L. 1884, § 2650; C.L. 1897, § 3832; Code 1915, § 4690; C.S. 1929, § 116-138; 1941 Comp., § 74-141; 1953 Comp., § 69-1-41.

Bracketed material. — The bracketed material was inserted by the compiler and is not part of the law.

Use of oral testimony where no records kept. — Although this section requires the record of proceedings of directors to be kept in a special book, the admission of oral testimony of the chief engineer of a railway company to prove adoption by the board of directors of a proposed railway line was not error, no record of the adoption having been made. Denver & Rio Grande R.R. Co. v. Arizona & Colo. R.R. Co., 233 U.S. 601, 34 S. Ct. 691, 58 L. Ed. 1111 (1914).

Am. Jur. 2d, A.L.R. and C.J.S. references. — 18A Am. Jur. 2d Corporations §§ 333 to 338, 348 to 352, 357 to 362, 715, 951, 952, 1029 to 1031; 18B Am. Jur. 2d Corporations § 1479.

18 C.J.S. Corporations §§ 65, 179, 214.