Implementing Electronic Minute Books in Corporate Focus

(A Senior Paralegal’s experience managing hundreds of client companies using Corporate Focus)

The two keys to a successful implementation of online minute books are to (a) establish a plan in advance and (b) to be consistent in your approach to naming and posting documents. Test the plan on one small company before going forward with the entire project. Iron out any issues relating to how you will use your data. Figure out what your needs are likely to be (understanding up front that needs will always change over time) before starting the project. This project is for your benefit, so you can design it in advance to make it most responsive to your needs. Corporate Focus can be the most effective central repository for entity information–there is no other software that does everything in one place and ties it all together into a coherent reporting system.

Scanning and Posting Historical Documents

It can be a big job to backfill years of historical minute book documents, but it’s extremely useful and desirable to do so. Rather than get bogged down with what looks like a Herculean task, start with the books used most recently and currently, and work backwards in time from there.

You don’t really have to do the scanning in house. You might want to employ a legal copy/scanning service–they can be very cost effective. A reputable copy service will sign a non-disclosure and will often be bonded and insured. I have had exceptional service from some vendors in this regard and received high quality OCR scans with full indexing on DVD. This is very handy for future use in building a virtual data room, if that becomes necessary–but Corporate Focus can also do bulk downloads of documents, so either way you’ll be able to fill that need should it arise.

Give some thought to the kinds of documents you’ll be posting, and where they will be posted in Corporate Focus. For instance, a Stock Option Agreement would be posted to the option record in the ledgers. An employee hire letter would be posted to the person’s Name record or, if specific to one company but not another, then post it to the Participant or Officer record. (Example: a person who serves as a board member on multiple companies and has a separate agreement with each.) Company organizational documents (articles and bylaws) are posted to Governing Documents, etc. There are special places to post tax forms, DBAs, UCC filings, patents and trademarks.

As a Senior Paralegal in a major law firm, I took on the project of updating our office to “full online minute books” for all our active clients. I had inherited a legacy system with years of history created by many different paralegals. I found that old, inconsistently named documents already in the system made searching and finding much more difficult later on, especially when using the CF All Documents screen (the system contained thousands of documents, most with cryptic or meaningless names). This problem affected the name of the file being uploaded and also to the name and description created in the document’s record in Corporate Focus.

For that reason, going forward we defined and stuck to a naming protocol for everything (see “Naming Documents” below). I also went in and edited many document names so we had record consistency for our most important companies. Using this naming method, doing a quick copy and paste of the original file name of the document being uploaded into the Corporate Focus document fields gets your document posted in the quickest time with no typos and maximum visibility. I could personally upload a routine document in less than 30 seconds–anyone can do the same.

Not Everyone Has to Be Involved At the Same Level

Dividing the work will increase efficiency. A paralegal doesn’t have to do the scanning, but may need to review the document, upload it and fill in the document description. Or, you could train someone else to upload the documents and then have a paralegal review and edit the description if necessary (I often employed a paralegal intern to do this). I always trusted my secretary to scan and name documents, but did the uploads myself. It’s easy to retrieve from CF a list of documents uploaded on any given day, so I could always see who was doing what, and tweak anything that needed it.

Where a copy service was not used, we found that enlisting the support of the secretaries was very helpful. When one had a little spare time, she would pick a book from the shelf and scan documents. Each item that got scanned was marked inconspicuously on the reverse of the first page so we knew it was already done (we had a little round rubber stamp for this purpose). We used the predetermined naming protocol for documents and set up a central location to save them into. Each company had its own network folder; then when I had time I went into that network directory and uploaded documents. After upload, the documents were moved to a subfolder, and later discarded at the end of our required retention period (this was our procedure, but in truth once an item is uploaded, there is no need to keep the original scan.) I was able, in one day a week, to keep up with incoming scans.

On an ongoing basis, whenever something came in signed and ready for filing in the physical minute book, I would review it for completion and give it to my secretary who would scan and save it on the network, file the original in the book (marked to show it had been scanned) and put the book on the shelf. All I had to do was upload the scanned file. I found that if I posted documents right away and left no backlog, I could respond instantly to requests from clients and attorneys to send them whatever document they wanted. What used to take 30 minutes or more (finding the book, finding the item, scanning the item, emailing the item) was done in less than five minutes, simply by downloading from Corporate Focus and emailing the item out.

If you already have a process for handling minute book filing, it will be simple and easy to insert the “scan for Corporate Focus” step into your existing process.

Naming Documents for Upload

To ensure consistency and to maximize the usefulness of the CF Documents screen, we used the following naming protocol for the scanned documents and files that we uploaded to Corporate Focus:

[short company name] [doc type] [date]

Here’s a sample:

“Abacus BOD Consent 2011 01 01.PDF” = “Abacus, Inc. Unanimous Written Consent of the Board dated January 1, 2011”

Other Samples:

“Abacus BOD Min 2011 01 01.PDF” = board meeting minutes of the same date.
“Abacus SH Consent 2011 02 05.PDF” = shareholder consent

How you choose to name things is up to you; but consistency here will greatly help you later on down the road.

Scanning Files for Optimum File Size

When working with textual documents, the method of scanning for upload can greatly affect upload and download times. Upload time is important if you’re posting a lot of documents to Corporate Focus. Download time is important when you want to view or save the uploaded document later on.

Some Tips:

  1. To optimize file size while scanning, scan your documents in Black and White (not color) at a resolution of 200-300 dpi. That creates a file with good resolution for viewing and printing, and a reasonable file size.
  2. If you use a photocopier or networked copier/printer to scan your docs, check its default settings. Many copiers come from the factory with default presets intended to impress you with its high-resolution capabilities–600 dpi and full color scan. These settings create needlessly large files for most text-only documents. Use color scanning only when necessary for the documents being scanned.
  3. Break very large documents into sections and upload the sections separately (“file 1 of 3”, “file 2 of 3”, etc. or “Pages 1-50″, Pages 51-100” etc.), but attach all of them to the same document record.
  4. If its a regular sized document that has a lot of exhibits, you can separate the exhibits from the main document and upload them separately, but attach all of them to the same document record (e.g., “Series A Purchase Agreement”, “Exhibit 1: Co-Sale Agreement”, etc.). I usually scan the “Exhibit” page along with the file, so the first page is a description of what’s to follow (“Exhibit A: Commercial Lease”, etc.).
  5. Using full Adobe Acrobat (not Reader) or other PDF file generator such as Nuance, Optimize the
    PDF to reduce its file size prior to upload.

Posting Documents to Corporate Focus

When defining document types, less is more. We found that extremely detailed naming of document types was less efficient. For instance, with minutes and consents, we had two Document Types defined as “Board Meeting Minutes/Actions” and “Shareholder Meeting Minutes/Actions”. After many years of use, this turned out to be the best for us. Having many types defined in the list made it more difficult to find things quickly. Also, we never used the “order” feature because we can easily sort by date in the list screen. The Order feature affects how things work inside reports. Review the feature carefully beforehand to decide if you want to use it. To add or edit it later requires opening and editing each record, which can be time-consuming.

Final Thoughts

As with any database, the amount of work that goes into setting it up properly pays rich dividends in the end. Using Corporate Focus’s many features will work to your advantage, I guarantee it. It is truly worth the effort required to set it up properly and use it regularly. You will be organized, efficient and responsive when using Corporate Focus for online minute books.

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