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Digital Signatures for Corporate Voting and or Proxy Submissions?

2003-12-11 00:23:29
We have used PKI for many years and we want to embed its use it throughout the 
operations of a new, nonprofit corporation we are forming.  

In addition to authorizing PKI applications for typical enterprise interchange 
purposes, we want to specify in the articles of incorporation and in the 
corporate by-laws that PKI-based applications will be authorized for corporate 
management applications.   

For example, when Directors and Members can not personally attend annual or 
special corporate meetings, we want to allow the use of PKI-based  applications 
to vote, submit proxies, and to remotely conduct other confidential corporate 
management processes.

However, my attorney advises the current California Corporations Code does not 
authorize the use of PKI-protected applications for corporate director and 
membership voting, proxy submissions, and other corporation management 
processes.

Can anyone be so kind to advise us of specific CA legal authorization for such 
uses, or to provide us with documentation to confirm that one or more 
California Corporations are currently authorized to use PKI to digitally 
protect and enable authentication of corporate membership voting, proxy 
submissions, and similar functions?


Robert Frank
President
Open Commerce, Inc.
Pleasanton, CA 94588
www.opencommerce.com
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