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Re: Digital Signatures for Corporate Voting and or Proxy Submissions?

2003-12-11 08:25:02

I suggest you send mail to ST-ISC(_at_)MAIL(_dot_)ABANET(_dot_)ORG(_dot_) The folks on that list are current on legal issues with digital signatures.


At 11:24 PM 12/10/2003 -0800, Robert E. Frank wrote:
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
Open Commerce, Inc.
Pleasanton, CA 94588

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