minutes

[Guest Lee]

Can a stockholder read a letter into the minutes of the annual meeting if the person submitting the letter to the person in the meeting, is not a stockholder?

[Rob Elsman]

Can a stockholder read a letter into the minutes of the annual meeting if the person submitting the letter to the person in the meeting, is not a stockholder?

A letter would only be read into the minutes if some action in the assembly arose out of it incidentally; otherwise, a motion to enter such a letter onto the minutes is dilatory and out of order.

[LeeUrbani]

A letter would only be read into the minutes if some action in the assembly arose out of it incidentally; otherwise, a motion to enter such a letter onto the minutes is dilatory and out of order.

Thanks Rob but I am not clear on the first part of your answer can you give me an example of "some action in the assembly arose out of it incidentally."

[jstackpo]

I'm not sure I agree, quite, with Rob. If the stockholder moved to have the letter included, and the motion was adopted (quite unlikely if the majority stockholders don't like the letter) then it would indeed be in the minutes. I'd consider that sufficient "action" in the assembly.

[Rob Elsman]

Thanks Rob but I am not clear on the first part of your answer can you give me an example of "some action in the assembly arose out of it incidentally."

If a member of the assembly makes a motion, the subject of which arises out of the letter just read, the letter can be entered onto the minutes for the sake of clarity and completeness. For example, a letter of resignation by an officer is read and entered on the minutes, because a motion to accept the resignation arises directly out of the letter itself.