Adams Stirling PLC


QUESTION: A fellow director submitted a letter of resignation to the board by email, effective immediately, which he attempted to withdraw several weeks later. Our bylaws say a director may resign upon giving written notice to the board. Does an email meet the requirement of written notice?

ANSWER: Yes, an email satisfies the written notice requirement. As provided for in California's Uniform Electronic Transactions Act, an electronic document such as an email is an enforceable writing between parties. Emails are just as legal and enforceable as traditional letters signed in ink. Under the Act, a "digital signature" is defined as an electronic identifier, created by computer, intended by the party to have the same force and effect as a manual signature. Accordingly, the director's email resignation is effective and cannot be withdrawn unless the board accepts the retraction.

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Adams Stirling PLC