LOOSE-LEAF MINUTE BOOK

Wanganui Chronicle, Volume 79, Issue 108, 8 May 1936, Page 11

LOOSE-LEAF MINUTE BOOK

A HELPBUL OPINION. WHEN IS A "BOOK” NOT A BOOK? Many business people in New Zea land have wondered how they would bo affected by an English judge’s rejection of a company’s loose-leaf minute book as evidence, because he declared that it was not a book within the meaning of section 120 of the British Companies Act, 1929. This matter was referred recently by the New Zealand Society of Accountants to its legal advisers, whose opinion should bo helpful to companies and other organisations. “Nowhere in the New Zealand Companies Act,” they say, “is a ‘book’ defined, but the Concise Oxford Dictionary defines a ‘book’ as being ‘a portable written or printed treatise filling a number of sheets fastened together with sheets sewn or pasted hingewise and enclosed in cover. . The reference to stitching or pasting is interesting, because it was apparently this very lack of permanent affixation of the sheetg which led Mr. Justice Bennett in the Hearts of Oak case to reject the contraption then submitted to him as a ‘book.’ ‘‘Obviously a minute book is intended as a permanent record of the proceedings of tho company, and it is only this very permanence which from a legal point of view makes the minuto book valuable as evidence. Without pretending to give an exhaustive defini tion of a ‘book’ within the meaning of the Companies Act, wo consider that section 128 calls for something in the nature of a cover or binding into which tho minutes can be ‘entered.’ We consider it immaterial whether the ‘book’ consists of a series of blank pages upon which minutes may be hand writ ten, or whether it consists of pages or butts to which sheets containing minutes may be affixed. “If the latter course is adopted and minutes are prepared on separate sheets, then we take the view that such minutes can only be said to be ‘entered’ into the ‘book’ when same have become permanently affixed thereto. It is immaterial whether the affixation is achieved by pasting, stitching or other means, so long as a sufficient degree of permanence is achieved to obviate the likelihood of the minutes being tampered with and pages removed or substantiated. “Obviously even t-he best bc-und books are liable to become unstitched, but no doubt the Court in deciding what amounts to n sufficient degree of permanent affixation will adopt a reasonable standard. “The suggestion has been made that whore sheets of minutes are pasted into a book, the chairman should sign across the edge of the sheet on to the original page of tho book. Such a procedure would certainly provide an additional safeguard with a view to avoiding improper manipulation of tho minutes, but we consider that even without this safeguard a sufficient degree of permanence may be achieved by pasting or other means, as the case may be.”