A Compendium of Forms, Instructions and Legal Information for Secretaries of Corporations, with Extracts from, and References to, the Judicial Decisions of the Courts of Last Resort of the Various States and of the United States, as to the Rights, Duties and Liabilities of Stockholders, Directors, Officers, Agents, etc.; by Whom and in What Manner Corporate Contracts can be Legally Made and Executed, How Ratification is Effected and Consent of Stockholders Secured. Nature of Liability of Stockholders, etc.
There are many points of law which are necessary to be known in order to avoid uncertain results, but the Law of private corporations is ordinarily widely diffused through, and only accessible in, expensive law books. To concisely present so much of corporation law as every stockholder, director and officer should be familiar with, has been the aim of the author in issuing the second edition of The Secretary's Manual. Wherever necessary to amplify or illustrate the text, apt and authoritative quotations have been made from the judicial decisions from the Courts of last resort.
How many persons, for instance, connected with corporations, can define the precise meaning of the term, "Organization," as applied to corporations, know what constitutes the charter of the corporation, are aware under what circumstances a director is entitled to compensation for ordinary services, and whether or not he can vote on the question of giving himself a salary?
There is need for such a book; hundreds of corporations are formed every week in the United States, and a work of this kind is now needed to qualify directors and officers as to their duties, and enable them to discharge such duties with celerity and certainty. The numerous forms given will save the time of the experienced.
The secretary who is desirous of recording the proceedings of the stockholders and board of directors in "good form" will find the purchase of this book an investment which will soon be many times repaid.
