§ 2797. Copies of corporate records as evidence-In general. In general, certified copies of corporate records are not admissible in evidence. A fact to be proved should be shown by the original records unless they are not available.83 In a number of states, statutes exist providing that copies of books or records, sworn to or certified by officers of the corporation, are admissible in evidence.84 Accordingly, copies of corporate records which comply with the statute are proper evidence,85 but such a statute actions of plaintiffs, it did not create an estoppel. Childs v. Ponder, 117 Ga. 553, 43 S. E. 986. 83 In re Mandelbaum, 80 N. Y. Misc. 475, 141 N. Y. Supp. 319. A certified copy of a corporation's report of its financial condition is not legal evidence of the truth of its statements. Whitaker v. Miller, 63 N. J. L. 587, 44 Atl. 643. If it is shown that the books themselves should not, for any good reason, or cannot conveniently, be attached to the bill of exceptions, then a printed copy duly authenticated by the testimony of one who has compared it with the original may be received and attached thereto. Yonda v. Royal Neighbors of America, 96 Neb. 730, 148 N. W. 926. Certificates of clerks of corporations and other recording officers are evidence of verity of copies, where the original records have been destroyed. Oakes v. Hill, 14 Pick. (Mass.) 442. 84 As, for example, the following: California. Cole Civ. Proc., § 1918, subd. 6, 7. Georgia. Civ. Code, § 5236. Illinois. Ill. St. c. 51, § 15; J. & A. Ann. St. ¶ 5532. Records of the transactions of a board of directors may be proved by a duly certified copy thereof, by a copy proved to be such by a credible witness, and by original records. Cantwell V. Stockmen's Building, Loan & Savings Union, 88 Ill. App. 247, aff'd 187 Ill. 275, 58 N. E. 414. $ 489. Supreme Tribe of Ben Hur v. Kraft, 183 Ind. 427, 109 N. E. 403; Coppes v. Union Nat. Sav. Loan Ass'n, 33 Ind. App. 367, 69 N. E. 702. Missouri. Rev. St. 1899, § 955. Boatmen's Bank v. Gillespie, 209 Mo. 217, 108 S. W. 74. Tennessee. Shannon's Code, § 5569; Mill & V. Code, § 4537. 85 In an action of assumpsit against a consolidated railroad company upon a note executed by one of the consolidated companies, certified copies of the articles of consolidation are to be received and be as competent evidence as the originals under the statute. Columbus, C. & I. C. R. Co. v. Skidmore, 69 Ill. 566. A certified copy of a lease of property to a railway company was held properly admitted in evidence in Chicago, B. & Q. R. Co. v. Weber, 219 Ill. 372, 76 N. E. 489, distinguishing the case of Chicago, W. & V. Coal Co. v. Moran, 210 Ill. 9, 71 N. E. 38, on the ground that in that case the contract offered in evidence was not properly certified. Under the Tennessee statute (Shannon's Code, § 5569; Mill & V. Code, § 4537), a copy of the proceedings of the directors, certified by the secretary would be admissible in evidence in an action against society on a policy. Page v. Knights & Ladies of America (Tenn.), 61 S. W. 1068. A paper purporting to contain extracts from the minutes of meetings of the board of directors, and showing authorizations to borrow money, apparently applies only to the regular matters acted upon by the corporation and which are committed to record.86 Also, these statutes have been held to make the papers mentioned therein original, and not secondary, evidence,87 and when such a statute exists, proof of corporate records by other evidence has been usually held improper.88 Furthermore, it has been seen that in accordance with statutes which usually exist, corporate existence may be shown by the production of a which paper had attached to it an affidavit of the president that the extracts were true, was held not admissible because not properly certified (Code Civ. Proc. § 1918, subd. 6, 7). Nixon v. Goodwin, 3 Cal. App. 358, 85 Pac. 169. 86 It would seem that the scope of Rev. St. c. 51, §§ 15, 16, is to authorize the admission in evidence of copies of the record of acts and proceedings of the board or body of officers charged by law with the conduct of the business of corporation in such matters and such matters only as by law are provided or required to be acted upon by such board or body. It is merely the action of such board which when committed to "paper entry or record" may be proven by a duly certified copy. Chicago, B. & Q. R. Co. v. Weber, 121 Ill. App. 455. 87 Under sec. 15 of the Evidence Act (J. & A. Ann. St. ¶5532) which provides that papers, entries and records of any corporation may be proved by a copy thereof, certified under the hand of the secretary, clerk, cashier, or other keeper thereof, to which the seal of the corporation shall be affixed, it was held that the papers therein mentioned are thereby made original, and not secondary, evidence. Chicago, B. & Q. R. Co. v. Weber, 219 Ill. 372, 4 L. R. A. (N. S.) 272, 76 N. E. 489, rev'g 121 Ill. App. 455. The intention of the similar act of Feb. 12, 1853, was to place certified copies of such books and records on the same footing with the originals and not to make such books and records or copies thereof evidence, when such books and records were not evidence before. Pittsfield & F. PlankRoad Co. v. Harrison, 16 Ill. 81. 88 Printed copy of the by-laws not proved as required by the statute is properly ruled out. High Court Independent Order of Foresters of Illinois v. Heath, 80 Ill. App. 239. Oral testimony of the adoption of a by-law has been held improperly received as secondary evidence when certified copies of the record evidence were available under statute. Lloyd v. Supreme Lodge Knights of Pythias, 98 Fed. 66. The original books and the evidence provided for by sections 15 and 18 of the statute, J. & A. Ann. St. ¶¶ 5532, 5535, are original evidence, and evidence of a secondary nature is not to be resorted to where there is in the possession of a party evidence of a higher and more satisfactory character. Proof of the papers, entries and records of a corporation of its possession cannot therefore be shown by the opinion or conclusion of a witness. Chicago, B. & Q. R. Co. v. Weber, 219 Ill. 372, 4 L. R. A. (N. S.) 272, 76 N. E. 489, rev'g 121 Ill. App. 455; Mandel v. Swan Land & Cattle Co., Ltd., 154 Ill. 177, 27 L. R. A. 313, 45 Am. St. Rep. 124, 40 N. E. 462, rev 'g 51 Ill. App. 204. Contra, see State v. Pittam, 32 Wash. 137, 72 Pac. 1042, where parol evidence was held admissible. duly certified copy of the articles or certificate of incorporation.89 Under such a statute the certificate has been held conclusive evidence of existence even when obtained by fraud.90 But papers from such an office which are neither records nor certified copies of records are not admissible.91 Nor is a certified copy of a charter of a consolidated company taken from the records of the secretary of state admissible where there exists no law requiring such charter to be placed of record.92 89 See $$ 432 and 440. United States. Samuel Bros. & Co. v. Hostetter Co., 118 Fed. 257. V. Delaware. Star Loan Ass'n Moore, 4 Pennew. 308, 55 Atl. 946. Minnesota. Danvers Farmers' Elevator Co. v. Johnson, 93 Minn. 323, 101 N. W. 492. Montana. Western Iron Works v. Montana Pulp & Paper Co., 30 Mont. 550, 77 Pac. 413. North Carolina. State Bank of Chicago v. Carr, 130 N. C. 479, 41 S. E. 876. Oregon. Columbia Valley Trust Co. v. Smith, 56 Ore. 6, 107 Pac. 465; Pioneer Hardware Co. v. Farrin, 55 Ore. 590, 107 Pac. 456; Leavengood v. McGee, 50 Ore. 233, 91 Pac. 453. Washington. State v. Pittam, 32 Wash. 137, 72 Pac. 1042. "The production of the certificate of the secretary of state of the complete organization of the corporation, with a copy of the papers filed in his office, authenticated under his hand and the seal of state, and recorded in the office of the recorder of deeds, where the principal office of the company is located, is prima facie evidence of the existence of the corporation." Gunderson v. Illinois Trust & Savings Bank, 199 Ill. 422, 65 N. E. 326, aff'g 100 Ill. App. 461. Prima facie proof of the existence of a corporation formed by the consolidation of several corporations is made by production of a copy of the articles of consolidation duly certified under seal of the secretary of state as provided by the statute. Ramsey's Estate v. People, 197 Ill. 572, 90 Am. St. Rep. 177, 64 N. E. 549, aff'g 97 Ill. App. 283; East St. Louis Connecting Ry. Co. v. Wabash, St. L. & P. Ry. Co., 24 Ill. App. 279. The Missouri Act of March 24, 1870, authorizing the consolidation of railroads, makes a certified copy of the articles, which are required to be filed in the office of the secretary of state, conclusive evidence of the consummation of the consolidation in all actions or suits by or against the corporation, except in a proceeding by the state to have the consolidation declared a nullity, in which the copy from the secretary's office would, it seems, be prima facie evidence only. Leavenworth County Com'rs v. Chicago, R. I. & P. R. Co., 134 U. S. 688, 33 L. Ed. 1064. A certified copy of articles of incorporation has been held not properly authenticated, and also insufficient because not containing a certificate that the attestation was in proper form. Milwaukee Gold Extraction Co. v. Gordon, 37 Mont. 209, 95 Pac. 995. 90 Boatmen's Bank v. Gillespie, 209 Mo. 217, 108 S. W. 74. 91 So a paper containing the act of incorporation of an association is not admissible where it was neither the record nor a certified copy of the record, but merely a paper which came from the secretary of state. Star Loan Ass'n v. Moore, 4 Pennew. (Del.) 308, 55 Atl. 946. 92 Montgomery V. Seaboard Air Line Ry., 73 S. C. 503, 53 S. E. 987. Under statutes requiring the recording of certain documents, it has been held that they need not be certified as required by other statutes, when introduced in evidence.93 § 2798. Invoices and books of account. Invoices of a corporation are documents of a private nature, and a copy of the same is not evidence unless the original is lost, destroyed or in the hands of a third person who cannot be compelled to produce it.94 The fact that an officer testifies that an unwritten rule of the corporation prohibits the taking of original papers from the files does. not render copies of invoices admissible.95 A statute providing that acts and proceedings of corporations may be proved by sworn copy of record is not intended to provide that contents of books of account of private corporation may be used in evidence in a manner different from that in which contents of such books of natural persons may be used.96 Accordingly, proof of an account by an affidavit of the secretary of a building and loan association to the effect that a paper annexed thereto is a true copy of the original record of the account is not authorized.97 § 2799. Pamphlets; records of fraternal societies or mutual insurance companies. Books containing the constitution and bylaws which are generally acted under, as in the case of fraternal organizations, are usually admissible in evidence,98 and are presumed correct. The facts as to their authenticity may be shown indepen 93 Where the original articles of association, properly recorded are produced, they may be read in evidence without a certificate of the clerk of the corporation. Fortin v. United States Wind-Engine & Pump Co., 48 Ill. 451, 95 Am. Dec. 560; Garlick v. Mutual Loan & Building Ass'n, 129 Ill. App. 402. 94 State v. Alpert, 88 Vt. 191, 92 Atl. 32. 95 State v. Alpert, 88 Vt. 191, 92 Atl. 32. 96 Coppes v. Union Nat. Sav. Loan Ass'n, 33 Ind. App. 367, 69 N. E. 702. 97 Coppes v. Union Nat. Sav. Loan Ass'n, 33 Ind. App. 367, 69 N. E. 702. 98 Star Loan Ass'n v. Moore, 4 Pennew. (Del.) 308, 55 Atl. 946; .Page v. Knights & Ladies of America (Tenn.), 61 S. W. 1068. A constitution which is kept in the archives of a society and is found there and which has been acted under is evidence to show liability of the members of the society. Tarbell & Whitham v. Gifford, 82 Vt. 222, 17 Ann. Cas. 1143, 72 Atl. 921. 99 Books containing constitution and laws of fraternal society, and proved to be genuine by secretary, will be presumed accurate. Schubert Lodge, No. 118 K. P. of New York v. Schubert Kranken Unterstuetzungs-Verein, 56 N. J. Eq. 78, 38 Atl. 347. dently.1 A like rule applies to publications of mutual insurance companies.2 As to evidence of authenticity, the mere production of the printed pamphlet which shows upon its face that it is not the original record, and as to which there is no testimony that it has been compared or examined with the original record, is not sufficient. And the statement by a third person that a printed pamphlet contains by-laws in force during a certain year is nothing more than parol evidence as to a fact of which the records of the corporation are the best evidence.* § 2800. Authentication of books and records. As a general rule the books and records of a corporation cannot be introduced in evidence without sufficient preliminary proof as to their genuineness or authenticity. In other words the books or records must be properly identified and shown to be authentic when offered in evidence, since they do not prove themselves.5 This is especially true if the corpora 1 Page v. Knights & Ladies of America (Tenn.), 61 S. W. 1068. 2 The publications of a mutual insurance company, generally circulated among its members and purporting to contain its rules and by-laws, are admissible as prima facie evidence of such rules and by-laws. Knights & Ladies of America v. Weber, 101 Ill. App. 488. 3 Yonda v. Royal Neighbors of America, 96 Neb. 730, 148 N. W. 926. See Supreme Lodge Knights of Pythias v. Robbins, 70 Ark. 364, 67 S. W. 759, in which the printed pamphlet offered was subject to like infirmities. In that case the court said: "This pamphlet is not such a publication as proved itself. Its correctness must be established by evidence, and, instead of so much circumlocution, the witness should have stated that he had compared it with the record of these laws, and that it was a true copy of the same." 4 Yonda v. Royal Neighbors of America, 96 Neb. 730, 148 N. W. 926. 5 Fraternal Relief Ass'n V. Edwards, 9 Ga. App. 43, 70 S. E. 265; United Growers' Co. v. Eisner, 22 N. Y. App. Div. 1, 47 N. Y. Supp. 906. In a foreclosure proceeding by a loan association against a member, the books of the association are admissible to prove the alleged indebtedness only after such preliminary proof as is required to entitle private books of account to admission. Trainor v. German-American Savings, Loan & Building Ass'n, 204 Ill. 616, 68 N. E. 650, rev'g 102 Ill. App. 604. With reference to authentication of corporate records, the court in a Georgia case said: "The books do not prove themselves, but when they are produced by an officer of the corporation, who is shown to be the proper custodian of the books, and who testifies that they are the original books, and the court by inspection becomes satisfied that there is nothing in the books to raise a suspicion of fraud, the identification is sufficient to admit them in evidence. Mere proof that the entries therein are in the handwriting of an officer of the corporation does not seem to be sufficient identification, unless it appears that it was the duty of such officer to make the entries. If the books are shown to come from the proper custody that is, the custody of the of |