Try keeping track of potentially confusing details in you head, without writing them down for the record. This can be nearly impossible considering the sheer amount of ‘stuff” there is to track.
When it comes to corporate decisions, director’s intentions, resolutions, authorizations, timetables, and all the “formalities” of governing your company, put it in writing. Actually, it may be more contemporaneously accurate to say, put it in the “record” since “writing” implies a record that is reduced to paper. Put it in the minutes!
Paper is still used and widely accepted for record keeping, agreements and other commercial transactions; however, since President Bill Clinton signed into federal law the Electronic Signatures in Global and national Commerce Act, also know as the “Millennium Digital Commerce Act” and the “E-SIGN bill” on June 30, 2000, much of the post-modern world has moved to digital forms and records, including digital signatures.
By that time, 40 states already had some form of law recognizing or relating to digital signatures and other forms of electronic commerce. Email and the Internet technologies propelled e-commerce in the 1990s, and the federal bill was designed to make the laws uniform while providing online efficiency and increased consumer protections.
Now, you can sign a document electronically, including legally enforceable contracts. You may elect to originally sign a document with pen and ink, however, more and more such transactions are “documented” and “signed” electronically. In Section 101 of the federal bill, it reads in part that a contract or signature may “not be denied legal effect, validity, or enforceability solely because it is in electronic form.”
The electronic version of the old “substance vs. form” argument.
This concept of electronic signatures, contracts and communications has gained further acceptance and codification in most of the state’s statutes that govern the operation of companies and corporations. Directors and shareholders can communicate by electronic means, including telecommunications, Skype, GoToMeeting, video conferencing and any other available means of electronic communications. Now, you can hold a meeting of directors over the Internet. You can give a notice of the meeting by fax (what’s that?), text, email and more.
In the case of a Nevada corporation’s directors’ meeting, it may be held electronically as long as certain requirements are met. For instance, as long as the articles of incorporation and bylaws do not prohibit it, members of the board or governing body of any corporation, or any committee, may participate in a meeting via video conferencing or other available electronic means. If the corporation has implemented reasonable measures to verify the identity of each person who participates in the meeting, provides each participant with the opportunity to concurrently communicate (including by reading or hearing), and vote, they are considered to be present “in person at the meeting.” See NRS 78.315.
There are similar provisions for shareholder meetings. See NRS 78.320.
Corporate records, including its stock ledger, minutes book and financial books and records, may also be maintained in electronic form. See NRS 78.0297.
Electronic communications, meetings, minutes and other record keeping is almost universally recognized and legally permitted in the United States for corporate actions. I will be posting more details and examples of how to do conduct an electronic “meeting,” and how to document electronic records of these meetings, and minutes, resolutions and more.
It has been said, “The palest ink is better than the best memory.”
I’ll show you that the electronic digit is mightier than the pen.
In any case, we will not advocate for keeping track of potentially confusing details by memory. Memories cannot be trusted in matters of corporate business. Even when it’s the responsibility of our trusted associates and business partners, make a record.