Ballot 53 – Contract Signer Self-Asserted Authority (Passed)
Jay Schiavo made the following motion, and Ben Wilson and Bruce Morton endorsed it:
A. In Section 10.7.1 (2), delete:
“The CA MUST verify, through a source other than the Contract Signer him- or herself, that the Contract Signer is expressly authorized …”
“The CA MUST verify that the Contract Signer is authorized …”
B. In Section 10.7.3, INSERT: the following language to create subsection (8):
“(8) Contract Signer’s Representation/Warranty: provided that the CA verifies that the Contract Signer is an employee or agent of the Applicant, the CA MAY rely on the signing authority of the Contract Signer by obtaining a duly executed representation or warranty from the Contract Signer that includes the following acknowledgments:
(A) That the Applicant authorizes the Contract Signer to sign the Subscriber Agreement on the Applicant’s behalf,
(B) That the Subscriber Agreement is a legally valid and enforceable agreement,
(C) That, upon execution of the Subscriber Agreement, the Applicant will be bound by all of its terms and conditions,
(D) That serious consequences attach to the misuse of an EV certificate, and
(E) The contract signer has the authority to obtain the digital equivalent of a corporate seal, stamp or officer’s signature to establish the authenticity of the company’s website.
Note: An example of an acceptable representation/warranty appears in appendix K.“
C. INSERT: the following after Appendix J as Appendix K:
Appendix K – Sample Contract Signer’s Representation/Warranty. A CA may rely on the Contract Signer’s authority to enter into the Subscriber Agreement using a representation/warranty executed by the Contract Signer. An example of an acceptable warranty is as follows:[CA] and Applicant are entering into a legally valid and enforceable Subscriber Agreement that creates extensive obligations on Applicant. An EV Certificate serves as a form of digital identity for Applicant. The loss or misuse of this identity can result in great harm to the Applicant. By signing this Subscriber Agreement, the contract signer acknowledges that they have the authority to obtain the digital equivalent of a company stamp, seal, or (where applicable) officer’s signature to establish the authenticity of the company’s website, and that [Applicant name] is responsible for all uses of its EV Certificate. By signing this Agreement on behalf of [Applicant name], the contract signer represents that the contract signer (i) is acting as an authorized representative of [Applicant name], (ii) is expressly authorized by [Applicant name] to sign Subscriber Agreements and approve EV Certificate requests on Applicant’s behalf, and (iii) has confirmed Applicant’s exclusive right to use the domain(s) to be included in EV Certificates.”
The ballot review period comes into effect at 2100 UTC on 28 Sep ’10 and will close at 2100 UTC on 5 Oct ’10. Unless the motion is withdrawn during the review period, the voting period will start immediately thereafter and will close at 2100 UTC on 12 Oct ’10.
Votes must be cast by “reply all” to this email.
A vote in favour of the motion must indicate a clear ‘yes’ in the response. A vote against must indicate a clear ‘no’ in the response. A vote to abstain must indicate a clear ‘abstain’ in the response. Unclear responses will not be counted.
The latest vote received from any representative of a voting member before the close of the voting period will be counted.