The secretary’s office is a division of the executive department and is responsible for the handling of Southern Pacific’s corporate affairs. It is located in San Francisco, California and has a staff of seven people, including the secretary, and two assistant secretaries. In addition to their positions with the parent company, each of the assistant positions acts as either secretary or assistant secretary in the many subsidiary and affiliated companies of Southern Pacific.
The principal function of the secretary’s office is the preparation of agenda for meetings of the boards of directors of Southern Pacific, the executive committee, and annual meetings of stockholders, and the compilation and retention of minute records of such meetings. One of the most important duties is the preparation of the Proxy Statement in accordance with Securities and Exchange Commission regulations, which is sent to stockholders in advance of the annual meeting.
Additionally, the secretary is custodian of the corporate records of Southern Pacific, as well as its corporate charter and by-laws. The foregoing is also generally applicable to subsidiaries and affiliates.
The secretary’s office is also responsible for compliance with certain statutory regulations in the states of incorporation of Southern Pacific and its subsidiaries; and also in those states in which operations are conducted, and takes necessary action with respect to furnishing data concerning the Company’s affairs as required by the New York and Pacific Coast Stock Exchanges. Other functions include the processing and attestation for Southern Pacific Company and its subsidiaries of documents such as deeds, easements, leases, bills of sale, powers of attorney, and the like; execution of instruments for the prosecution or defense of claims or suits and also of actions and proceedings before courts or regulatory bodies; acceptance of service of process in connection with lawsuits and claims filed against the company and its subsidiaries; maintenance of appropriate records to insure compliance with applicable sections of the Clayton Anti-Trust Act and the Securities Exchange Act; and keeping on a current basis the office manual, a record furnished to principal officers containing such information as the nature of operations, mileage, capital stock, directors, officers and certain agents for Southern Pacific and its subsidiaries and jointly controlled companies.
Incident to the performance of these many corporate functions, the secretary’s office participates in the preparation of replies to stockholder inquiries, prepares letters delegating appropriate authorities to certain officers, undertakes studies to develop historical data relating to the corporate affairs of the company or its subsidiaries, and handles other special assignments at the direction of the chairman and president.