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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
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