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