The minute book is of the first importance among corporate records, for it is usually the original and sole record of the proceedings at corporate meetings. It also contains copies of both the charter and the by-laws. These, however, as a rule are only copies and could be replaced; while the minutes do not appear elsewhere and could not be duplicated if the minute book were destroyed.
In the case of a real estate company the minutes are particularly important, as the business itself is peculiarly fertile in special resolutions and authorizations. For this reason it is perhaps well to insert a word of caution as to the use of loose-leaf minute books. The minute book, and usually the minute book alone, contains the final authorization for all important transactions approved by the directors. Considering the probability of changes in the board of directors, and the fact that the minutes are perhaps written by different individuals at different times, and that it may be necessary to refer to them years after they have been made, the wisdom of confiding such important records to loose sheets is obviously doubtful, unless every precaution be taken to prevent loss, change, or substitution.
The loose-leaf minute book has many attractions. It is convenient; it enables minutes to be typewritten; a duplicate copy may be made if desired; and it presents a better appearance than the ordinary book. These advantages, however, do not warrant the use of the book so long as any page can easily be removed without detection, and it should not be used unless it is of a style that makes removal or substitution of leaves difficult if not impossible. This end is sometimes attained by the use of a special paper, each page having its proper folio number printed on; sometimes by numbering and initialing the pages as they are written; or, still more effectively, by watermarking the page numbers or some private emblem into the sheets when the paper is made. In the case of the numbered pages, every sheet must be accounted for and substitution or change will be quite as difficult as in a bound book.