As against members of the corporation, the books of a corporation are not admissible to show their private transactions or dealings with the corporation. In respect to such transactions the members must be regarded as strangers.63 Thus, account books cannot be said to be admissions against a member as in the case of a partnership.64 With regard to the admissibility of the books and records as between a corporation and its members on the ground that they are of a public nature, the nature of the relation in which the corporation and the member stand towards each other in the proceeding would authorizing the borrowing of money from plaintiff and the execution of a note as evidence of loan. Union Trust Co. v. Dickinson, 30 Cal. App. 91, 157 Pac. 615. The record of a special meeting of stockholders authorizing "the president" to file a petition in insolvency and the schedule of creditors filed with petition, are evidence to show an admission that plaintiff was a creditor. Clarke v. Warwick Cycle Mfg. Co., 174 Mass. 434, 54 N. E. 887. Where the records show the election of one as president, the fact that he acted two years later and assumed to carry out a vote two years after that tends to show that he acted as president two years after election. Clarke v. Warwick Cycle Mfg. Co., 174 Mass. 434, 54 N. E. 887. Where a letter of a director stated that the board of directors at their meeting authorized an officer to handle the matter of the employment of a servant, such letter would not of itself bind the company, but it was evidence to show the authority of the manager to act in the matter and was competent. Golden Age No. 2 Mining & Milling Co. v. Langridge, 39 Colo. 157, 88 Pac. 1070. 63 Hayden v. Williams, 96 Fed. 279; Carey v. Williams, 79 Fed. 906; Haynes v. Brown, 36 N. H. 545. 64 In Rudd v. Robinson, 126 N. Y. 113, 12 L. R. A. 473, 22 Am. St. Rep. 816, 26 N. E. 1046, it was said: "After * * a careful consideration of all the cases which have come to our attention, we can perceive no principle upon which the account books of a corporation can be evidence against a member of the corporation of the accounts and entries therein made, in a suit brought by the corporation or its representatives against him to enforce his liability upon such account. The officers and book keepers of a corporation are in no sense his agents. Individually he has no control over their acts, and has no responsibility therefor; and in making the entries they do not, in any legal sense, represent or bind him. It would be quite a dangerous, and we think startling, proposition to hold that a clerk or other officer in a business corporation could enter charges in its books of ac count against a director or stockholder which could be proved in favor of the corporation by the mere produc tion of the books, thus throwing upon him, or his personal representatives after his death, the burden of explaining the entries or showing them to be untrue, and we believe the doctrine has no support in principle or authority. A corporation seeking to enforce a claim against one of its directors or stockholders must establish it by the application of the same rules of evidence which are applied in an action brought by an individual to enforce a claim against any defendant. * * seem to control. Thus it has been said: "Such books are evidence of the election of officers of the corporation and other corporate acts and proceedings, for the reason the books are for these purposes in the nature of public books or documents. But we think it well, and moreover justly, settled that the books of a corporation are, as to matters pertaining to the dealings of a corporation with one of its members as an individual, not books of a public nature * * *'' 65 Accordingly such books may be introduced as competent evidence of what was done at a meeting,66 and they are prima facie evidence of the facts which are required to be there stated,67 and particularly is it held that the corporate records are prima facie evidence against stockholders, especially with respect to subscriptions to stock.68 The books have been held admissible also to show the acceptance of an amendment to a corporate charter.69 Again, there are modified hold 65 Trainor v. German-American Savings, Loan & Building Ass'n, 204 Ill. 616, 68 N. E. 650. See Dolan v. Wilkerson, 57 Kan. 758, 48 Pac. 23. So such books are not admissible in evidence in a suit by the corporation against a member to enforce an indebtedness in favor of the corporation upon the ground that they are public, but only when brought within the rule established by the statute authorizing the introduction of private books of account in evidence. Trainor v. German-American Savings, Loan & Building Ass'n, 204 Ill. 616, 68 N. E. 650, rev'g 102 Ill. App. 604. The rule to the effect that books of a merchant cannot be given in his favor does not apply to corporations. Hincks v. Converse, 38 La. Ann. 871. Books and records of a lodge when properly identified are receivable in evidence against members of the lodge and their privies, in an action by lodge. Union Pac. Lodge No. 17 A. O. U. W. v. Bankers Surety Co., 79 Neb. 801, 113 N. W. 263. The books of a bank are, among shareholders, public records and evidence of what they show. Brown v. Ellis, 103 Fed. 834. That in an action between stock holders the books are admissible to show the financial transactions of the corporation, its assets and liabilities, see Hubbell v. Meigs, 50 N. Y. 480, 491. 66 Booth v. Dexter Steam Fire Engine Co., 118 Ala. 369, 24 So. 405. See also Hayden v. Williams, 96 Fed. 279; Miller v. Dilkes, 251 Pa. 44, 95 Atl. 935. 67 Middleton v. Arastraville Min. Co., 146 Cal. 219, 79 Pac. 889; Rose v. Independent Chevra Kadisho, 215 Pa. 69, 64 Atl. 401. 68 See § 569, supra. United States. Farwell v. Houghton Copper Works, 8 Fed. 66. Georgia. Wood v. Coosa & C. R. R. Co., 32 Ga. 273. Idaho. Just v. Idaho Canal & Improvement Co., 16 Idaho 639, 133 Am. St. Rep. 140, 102 Pac. 381. Massachusetts. Holden v. Hoyt, 134 Mass. 181. Minnesota. Fletcher v. Chicago, St. P., M. & O. Ry. Co., 67 Minn. 339, 69 N. W. 1085. 69 The record or journal of proceedings of the corporation is admissible in evidence against the shareholders to show an acceptance of an amendment of the charter, without first showing ings to the effect that the books and records cannot be considered conclusive evidence against stockholders.70 And they are not even prima facie evidence of the truth of statements of fact which they show were made to the meeting by the secretary or others, and which were based on information derived from outside sources.71 But the unsupported statement in the minutes of the secretary will be deemed. secondary to the testimony of a stockholder as to the amount of stock he held on a particular occasion. So, also, where by statute the stock and transfer book are made the source from which they are to be ascertained the amount of stock outstanding and by whom held, the record in the stock and transfer book will take precedence over a recital in the corporate minutes.72 Corporate records are not personal transactions,73 and the exclusion of minutes on the ground that the secretary who produced them was a stockholder and therefore interested has been held improper.74 It is error to admit books to show acts which take place at a meeting where the defendants were not present and it is not shown that they had any knowledge of the acts in question. In such case the members are strangers with respect to the particular transaction.75 § 2805. Production of books and papers in court. When records, books or papers are required in the administration of justice, a cor that the persons accepting were directors, they being named as directors in the journal. Dows v. Napier, 91 Ill. 44; Ryder v. Alton & S. R. Co., 13 Ill. 516. See also chapter on Amendment and Repeal of Charter, infra. 70 Middleton v. Arastraville Min. Co., 146 Cal. 219, 79 Pac. 889; Rose v. Independent Chevra Kadisho, 215 Pa. 69, 64 Atl. 401. So held as to an individual transaction between a stockholder and the corporation. Dennis v. Joslin Mfg. Co., 19 R. I. 666, 61 Am. St. Rep. 805, 36 Atl. 129. The rule that records are conclusive should not apply to minority stockholders. Just v. Idaho Canal & Improvement Co., 16 Idaho 639, 133 Am. St. Rep. 140, 102 Pac. 381. 71 Middleton V. Arastraville Min. Co., 146 Cal. 219, 79 Pac. 889. 72 Middleton v. Arastraville Min. Co., 146 Cal. 219, 79 Pac. 889. 73 Poppenhusen v. Poppenhusen, 68 N. Y. Misc. 548, 125 N. Y. Supp. 269. 74 Morgan v. Lehigh Valley Coal Co., 215 Pa. 443, 64 Atl. 633. A witness producing and proving such record, even if an agent of the corporation, is not a party to the action and is not interested, and therefore is not disqualified. Poppenhusen v. Poppenhusen, 68 N. Y. Mise. 548, 125 N. Y. Supp. 269. 75 Thayer v. Schley, 137 N. Y. App. Div. 166, 121 N. Y. Supp. 1064. In an action for deceit it was held error to admit the minute books of the directors as to meetings at which neither of the defendants was present, without any proof of knowledge on their part as to what transpired at the meetings. Thayer v. Schley, 137 N. Y. App. Div. 166, 121 N. Y. Supp. 1064. poration is under the duty to produce them,76 even though the object of the inquiry may be to detect abuses committed by the corporation, or to discover violations of statutes.77 So the officers cannot withhold the corporate books to prevent punishment being inflicted on the corporation,78 or to evade punishment themselves.79 The production of books and papers cannot be resisted upon the ground of self-crimination.80 This is contrary to the English doctrine.81 76 A corporation possessing the privileges of a legal entity and having records, books and papers is under a duty to produce them when they may be properly required in the administration of justice. Wilson v. United States, 221 U. S. 361, Ann. Cas. 1912 D 558, 55 L. Ed. 771. 77 So the fact that the object of the inquiry is to detect the abuses the corporation has committed, to discover its violations of law and to inflict punishment by forfeiture of franchises or otherwise, does not relieve it from the duty of submitting its books and papers to duly constituted authority when demand is suitably made. This is involved in the reservation of the visitorial power of the state and in the authority of the national government, where the corporate activities are in the domain subject to the powers of congress. Wilson v. United States, 221 U. S. 361, Ann. Cas. 1912 D 558, 55 L. Ed. 771. 78 Wilson v. United States, 221 U. S. 361, Ann. Cas. 1912 D 558, 55 L. Ed. 771. An officer cannot withhold corporate books required to be produced before a grand jury, because the corporation is not charged with criminal abuses. Wilson v. United States, 221 U. S. 361, Ann. Cas. 1912 D 558, 55 L. Ed. 771. 79 If an officer of a corporation is implicated in the violations of the law, he cannot withhold the corporate books to protect himself from the effect of their disclosures. Wilson v. United States, 221 U. S. 361, Ann. Cas. 1912 D 558, 55 L. Ed. 771. 80 Wilson v. United States, 221 U. S. 361, Ann. Cas. 1912 D 558, 55 L. Ed. 771; Manning. v. Mercantile Securities Co., 242 Ill. 584, 30 L. R. A. (N. S.) 725, 90 N. E. 238, aff'd 217 U. S. 597, 54 L. Ed. 896 (mem. dec.). The constitutional provision against self-crimination does not extend to corporations. Com. v. Southern Exp. Co., 160 Ky. 1, L. R. A. 1915 B 913, Ann. Cas. 1916 A 378, 169 S. W. 517. The privilege of exemption from self-crimination may not be claimed for a corporation by its officers and agents. Com. v. Southern Exp. Co., 160 Ky. 1, L. R. A. 1915 B 913, Ann. Cas. 1916 A 378, 169 S. W. 517. Physical custody of incriminating documents does not of itself protect the custodian against their compulsory production. Wilson v. United States, 221 U. S. 361, Ann. Cas. 1912 D 558, 55 L. Ed. 771. Where books of a corporation are demanded by a subpoena duces tecum, the fact that an officer himself wrote or signed official letters copied into a book, does not condition nor enlarge his privilege against self-crimination. Wilson v. United States, 221 U. S. 361, Ann. Cas. 1912 D 558, 55 L. Ed. 771. 81 While the English cases as to protection against self-crimination have been held not controlling in the United States, as the corporate duty and the duty of its officers are to be determined by our laws (Wilson v. United States, Books and papers may be required to be produced before a grand jury by subpoena duces tecum ad testificandum directed to the agent of the corporation having possession of such records, or by a subpoena duces tecum without the ad testificandum clause, the subpoena being directed to the corporation itself and served upon the proper agents.82 The usual practice when records and documents are sought is to subpoena the officer who has them in his custody,88 but it would seem 221 U. S. 361, Ann. Cas. 1912 D 558, 55 L. Ed. 771), the following illustrations show the rule laid down in that jurisdiction. In Rex v. Granatelli, Reports of State Trials, New Series, 979, 986, Prince Granatelli was prosecuted for breach of the Foreign Enlistment Act in fitting out certain vessels to be used in hostilities against the King of the Two Sicilies. A wit ness was subpoenaed to produce an agreement whereby Granatelli agreed to buy the vessels of a certain navigation company of which the witness was the secretary. The witness refused to produce it, on the ground that it might contain matter that might criminate himself or other parties for whom he was interested. It was ruled that he could not be compelled to produce the agreement. In Rex v. Cornelius, 2 Strange 1210, an information was granted against the defendants, who were justices of the peace, for taking money for granting licenses to alehouse keepers. A rule to inspect the books of the corporation was applied for. It was refused, on the ground that it would in effect oblige a defendant indicted for misdemeanor to furnish evidence against himself. In Reg. v. Mead, 2 Ld. Raym. 927, books of the defendant who, with eight others, was incorporated as highway surveyors, being considered of a private nature, were not required to be produced. For the same reason, in Rex v. Worsenham, 1 Ld. Raym. 705, the production of customhouse books in an information against customhouse officers for forging a customhouse bond were not compelled. "In Rex v. Purnell, 1 W. Bl. 37, 1 Wils. 239, an information was exhibited against the defendant, who was the vice chancellor of Oxford, for neglect of his duty for not punishing certain persons who had spoken treasonable words in the streets of Oxford. The attorney general moved for a rule directed to the proper officers of the university to permit their books and archives to be inspected to furnish evidence against the defendant. The motion was attempted to be supported 'on a suggestion that the King, being a visitor of the university, had a right to inspect their books whenever he thought proper.' It was argued besides that 'when a man is a magistrate, and as such has books in his custody, his having the office shall not secrete those books which another vice chancellor must have produced.' The rule was refused the court saying: 'We know no instance wherein this court has granted a rule to inspect books in a criminal prosecution nakedly considered.'"' From dissenting opinion of Wilson v. United States, 221 U. S. 361, Ann. Cas. 1912 D 558, 55 L. Ed. 771. 82 Com. v. Southern Exp. Co., 160 Ky. 1, L. R. A. 1915 B 913, Ann. Cas. 1916 A 378, 169 S. W. 517. 83 Wilson v. United States, 221 U. S. 361, Ann. Cas. 1912 D 558, 55 L. Ed. 771. Where a writ is directed to a cus |