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

From: "Robert E. Frank" <[email-masked]>
Date: Wed, 10 Dec 2003 23:24:48 -0800

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

---

From: Russ Housley <[email-masked]>
Date: Thu, 11 Dec 2003 10:15:18 -0500

I suggest you send mail to [email-masked].  The folks on that list 
are current on legal issues with digital signatures.

Russ

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
>President
>Open Commerce, Inc.
>Pleasanton, CA 94588
><http://www.opencommerce.com>www.opencommerce.com

---

From: Ed Gerck <[email-masked]>
Date: Thu, 11 Dec 2003 13:28:10 -0800

Robert,

It is possible and legal in California and in at least other 20 US states.
In fact, one

of the first was California's Intel. Safevote, for example, has done
more than

35 legally binding elections in the US -- including nonprofit associations.
Please

ask your attorney to contact me for additional info.

Cheers,

Ed Gerck

"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
FrankPresidentOpen
Commerce, Inc.Pleasanton,
CA 94588www.opencommerce.com