Domestic stock companies; president and secretary; duties; records; inspection
Section 59. The president, or in his absence the vice president, if any, shall preside at all meetings of the directors or stockholders. In the absence of both said officers a temporary president may be chosen. Notwithstanding the foregoing provisions of this paragraph, a company may by its by-laws provide that the chairman of the board of directors, or in his absence the president, or in the absence of both of said officers a vice president, if any, shall preside at all meetings of the directors or stockholders, and that in the absence of all of said officers a temporary presiding officer may be chosen.
The secretary shall keep the records which the company is required to keep by sections thirty-two and forty-eight of chapter one hundred and fifty-six B, a record of all policies issued and of all authorized assignments, transfers and cancellations thereof and such other books and records as the president and directors may require. A secretary who wilfully makes a false record shall be deemed guilty of perjury.
The records so kept shall be open to the inspection of any interested person, but it shall be a defense in any proceeding for neglect or refusal to exhibit for inspection such records or copies, that the actual purpose and reason for the inspection sought are to secure a list of stockholders or other information for the purpose of selling said list or information or copies thereof or of using the same for a purpose other than in the interest of the applicant, as a stockholder or policyholder, relative to the affairs of the corporation.