In Nigeria, the Companies and Allied Matters Act (CAMA) governs the operations and regulations of companies. The admissibility of copies and excerpts of minutes of meetings of a company may be subject to specific provisions outlined in CAMA and the Nigerian legal system.
Generally, under Nigerian law, the admissibility of evidence, including copies and excerpts of minutes of meetings, is governed by the Evidence Act. Section 84 of the Evidence Act 2011 deals with secondary evidence and provides the conditions under which copies of documents may be admissible as evidence in court.
LEGAL PROVISIONS UNDER CAMA 2020
Minutes serve as official records of a company’s meetings and play a crucial role as legal evidence in various proceedings, showcasing the discussions, decisions, and resolutions made during the meetings. According to Section 266 (2) CAMA 2020, if the minutes are signed by the Chairman of the meeting where the proceedings occurred or the Chairman of the subsequent meeting, they are considered prima facie evidence of what transpired during that meeting.
When the minutes are maintained in accordance with Section 266 (2) CAMA 2020, the meeting is presumed to have been lawfully conducted, and the business conducted during the meeting is assumed to have taken place as intended unless there is evidence to the contrary. However, this presumption of regularity is rebuttable, and the minutes or their copies/excerpts don’t automatically serve as conclusive proof of the meeting’s events. Instead, they contribute to the overall weight of evidence contained in the minutes.
For copies or excerpts of a company’s minutes to be admissible, they need to be properly authenticated. As per Section 267 (2) CAMA 2020, the Company Secretary is responsible for certifying copies of minutes provided to members upon request. This certification serves to establish that the copies are accurate reproductions of the original minutes, thereby contributing to the admissibility of the document. The court, however, will assess the weight and credibility of the document’s contents after its admission.
LEGAL PROVISIONS UNDER THE EVIDENCE ACT 2011
According to Section 84 of the Evidence Act, a copy of a document may be admissible in court if the following conditions are met:
- The original document must be shown to have been in possession or power of the party against whom the document is being presented.
- The original document must have been properly executed or authenticated.
- The party seeking to tender the copy must provide a reasonable explanation for not producing the original document.
- The copy must be proved to be a true and accurate representation of the original document.
It’s important to note that while copies and excerpts of minutes of meetings may be admissible as evidence, their weight and probative value in court may vary depending on the circumstances and the level of compliance with the above conditions.
Under Section 335 CAMA 2020, it is the responsibility of the Company Secretary to attend company meetings, provide essential secretarial services, and maintain the necessary registers and records. Consequently, the Company Secretary is typically the individual responsible for preparing the minutes of a company’s meetings. For the copies or excerpts of these minutes to be accepted as evidence in a lawsuit, the maker (the Company Secretary) should be summoned as a witness.
Furthermore, Section 266 (2) CAMA 2020 mandates the person who chairs a company’s meeting or the Chairman of the next succeeding meeting to sign the minutes, making them prima facie evidence of the meeting’s proceedings. Thus, the Chairman who signs the minutes can also be considered a maker of the document, and may, therefore, present the minutes as evidence in court.
However, according to Section 83 (2) of the Evidence Act 2011, the court has the authority to admit a document as evidence even if the maker is unavailable or absent, or if the original document is not presented. In such cases, a certified true copy of the original document or a substantial part of it can be submitted instead. This discretionary power allows the court to prevent undue delay or excessive costs. Consequently, the court can choose to admit a document as evidence even if the technical requirements of Section 81 are not fully met.
Moreover, it is crucial to comply with the specific provisions of the Companies and Allied Matters Act regarding the keeping and maintenance of company records, including minutes of meetings. Failure to comply with these provisions may affect the admissibility of such evidence in court.
WHO CAN TENDER COPIES AND EXCERPTS OF THE MINUTES OF THE MEETING OF A COMPANY AS EVIDENCE IN COURT?
In court proceedings, both the Company Secretary and the Chairman of the meeting have the authority to tender copies and excerpts of the minutes of a company’s meeting as evidence. The Company Secretary is typically responsible for preparing and maintaining the minutes, so they can present the minutes as the official maker of the document.
Additionally, the Chairman of the meeting, or the Chairman of the next succeeding meeting, has a role in signing the minutes according to Section 266 (2) CAMA 2020. As a result, the Chairman can also qualify as a maker of the minutes and may present them as evidence in court.
Furthermore, under certain circumstances, if the maker of the minutes is unavailable or absent, or if the original document cannot be presented, Section 83 (2) of the Evidence Act 2011 allows for the court to admit a certified true copy of the original document or a substantial part thereof as evidence. This means that other parties, such as authorised representatives or lawyers, may also be able to tender the copies and excerpts of the minutes on behalf of the Company Secretary or Chairman if the court permits it.
CONCLUSION
From the information provided earlier, it becomes evident that copies or excerpts of a company’s meeting minutes can be accepted as evidence in court as long as they are relevant to the facts in question and meet the requirements for admissibility under Nigerian Law.
However, it is essential to understand that the admission of a document merely indicates its acceptance as evidence in the court proceedings. After admission, the court will thoroughly examine the document to evaluate its probative value, determine its significance, and ultimately decide on its validity as proof of its contents.