Town Boards and Electronic Signatures

With town boards now meeting virtually, the ability of board members to physically sign decisions in the traditional ink-on-paper way has been disrupted. These boards (and others) should look to Massachusetts General Laws chapter 110G for guidance.

Chapter 110G, also known as the Uniform Electronic Transactions Act, was enacted way back in 2005. It made legal the use of electronic documents and electronic signatures in the Commonwealth. Section 2 of the law defines an electronic signature as:

“An electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record”

This means that pretty much anything can constitute your signature, as long as you intend for it to be your signature. So stop thinking about ink-on-paper and start thinking about how to express the intent of the person signing.

The best way to express intent is to do it expressly. In other words, come right out and say it, something like “I intend the foregoing mark to be my legal signature in accordance with MGL c.110G.” 

Section 7 of chapter 110G is also important to this discussion. It says:

    (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.

This section makes chapter 110G an “overlay” law which means the legislature did not comb through every existing statute and anywhere it said “something must be in writing” or “something must be signed” amend each of those instances by adding language like “or by an electronic document” and “or by an electronic signature.” Instead, chapter 110G says anytime a law requires something to be in writing or something to be signed, that law is complied with by the electronic equivalent of a document or a signature.

Although this law has been around for 15 years, people have been slow to adopt it or even acknowledge its existence. But it’s on the books and now is the perfect time to start using it.

Two more points:

If you do execute a document in this manner, please give us a heads-up at the registry of deeds that you are sending such a document. (Call us at 978-322-9000 or email to lowelldeeds@comcast.net). We have seen so few documents executed this way that I don’t want us to inadvertently mail yours back without recording of its unfamiliar appearance. If we are on alert that people will be executing documents this way, we’ll just take them in the normal course of business.

Point Two: If your document needs to be acknowledged, getting something notarized remotely in Massachusetts is still beyond the scope of existing statutes. There was a flurry of publicity last week about a bill in the legislature that would allow remote video acknowledgements in very limited circumstances, but I remain skeptical that it will be enacted. (Don’t get me wrong; I think Massachusetts is long overdue in adopting remote video notarization, but not everyone feels that way).