J.Eldridge - January 5, 2021 - Application of the Uniform Electronic Transactions Act

550 HIGH STREET • SUITE 1200 • JACKSON, MISSISSIPPI 39201 POST OFFICE BOX 220 • JACKSON, MISSISSIPPI 39205 TELEPHONE (601) 359-3680 January 5, 2021 The Honorable Josh Eldridge Jackson County Chancery Clerk Post Office Box 998 Pascagoula, Mississippi 39568-0998 Re: Application of the Uniform Electronic Transactions Act Dear Mr. Eldridge: The Office of the Attorney General has received your request for an official opinion. Questions Presented You state that Jackson County has recently gone to an electronic agenda and minutes management system and ask the following questions: 1. Does the Uniform Electronic Transactions Act, or any other law, authorize the County to utilize electronic signatures for the signature and attestation of the Board of Supervisors’ minutes, resolutions or orders? 2. Does the Uniform Electronic Transactions Act, or any other law, authorize the County to utilize electronic signatures for the associated contracts, correspondence, etc., provided that the County adopt standards and all parties agree to conduct transactions by electronic means? 3. Does the Uniform Electronic Transactions Act, or any other law, authorize the County to utilize electronic signatures for purchase orders? Brief Response Electronic signatures satisfy requirements for signatures and attestations on boards of supervisors’ minutes and signatures on boards of supervisors’ resolutions, orders, contracts, correspondence and purchase orders. Applicable Law and Discussion The Uniform Electronic Transactions Act is codified at Mississippi Code Annotated Section 75-12-1 et seq. In a recent opinion addressing the electronic storage of municipal minutes, this The Honorable Josh Eldridge January 5, 2021 Page 2 550 HIGH STREET • SUITE 1200 • JACKSON, MISSISSIPPI 39201 POST OFFICE BOX 220 • JACKSON, MISSISSIPPI 39205 TELEPHONE (601) 359-3680 office relied on Section 75-12-13, a statute within the Uniform Electronic Transactions Act, which provides: a) A record or signature may not be denied legal effect or enforceability solely because it is in electronic form. b) A contract may not be denied legal effect or enforceability solely because an electronic record was used in its formation. c) If a law requires a record to be in writing, an electronic record satisfies the law. d) If a law requires a signature, an electronic signature satisfies the law. MS AG Op., Smith at *3–4 (July 31, 2020) (quoting Miss. Code Ann. § 75-12-13). In Smith, we opined that “a municipality may forego the use of physical minute books and store all minutes electronically; provided, however, all requirements of Section 21-15-1 et seq., inclusive of the signing and seal requirements of Section 21-15-3, are satisfied and the minutes are publicly available for review and inspection.” MS AG Op., Smith at *4 (July 31, 2020). Section 19-3-27 requires official meeting minutes of a board of supervisors to be signed by the board president or, where “the president is absent or disabled so as to prevent his signing of the minutes,” the vice president. Our reasoning in Smith regarding municipal minutes applies equally to the signature requirement in Section 19-3-27. Since we have opined that, pursuant to Section 75-12-13, an electronic signature satisfies legal requirements for a signature on a board of supervisors’ official minutes, the plain language of that statute authorizes electronic signatures for attestations1 and signatures on resolutions, orders, contracts, correspondence and purchase orders. If this office may be of any further assistance to you, please do not hesitate to contact us. Sincerely, LYNN FITCH, ATTORNEY GENERAL By: /s/ Phil Carter Phil Carter Special Assistant Attorney General 1 Section 75-12-21 provides that where “a law requires a signature or record to be notarized, acknowledged, verified, or made under oath, the requirement is satisfied if the electronic signature of the person authorized to perform those acts, together with all other information required to be included by other applicable law, is attached to or logically associated with the signature or record.”