§414D-15  Notice.  (a)  Notice may be
oral or written.



(b)  Notice may be communicated in person; by
telephone, telegraph, teletype, or other form of wire or wireless
communication; or by mail or private carrier.  If these forms of personal
notice are impracticable, notice may be communicated by newspaper of general
circulation in the area where published; or by radio, television, or other form
of public broadcast communication.



(c)  Oral notice is effective when communicated
if communicated in a comprehensible manner.



(d)  Written notice by a domestic or foreign
corporation to its members, if in a comprehensible form, shall be effective
when mailed, if mailed postpaid and correctly addressed to the member's address
shown in the corporation's current record of members.



(e)  Except as provided in subsection (d),
written notice, if in a comprehensible form, is effective at the earliest of
the following:



(1)  When received;



(2)  Five days after its deposit with the United
States Postal Service, as evidenced by the postmark; provided the notice is
mailed with the correct address and with first class postage affixed; or



(3)  On the date shown on the return receipt, if sent
by registered or certified mail, return receipt requested, and the receipt is
signed by or on behalf of the addressee.



(f)  Written notice is correctly addressed to a
member of a domestic or foreign corporation if addressed to the member's last
known address shown in the corporation's current list of members.



(g)  A written notice or report delivered as
part of a newsletter, magazine, or other publication regularly sent to members
shall constitute a written notice or report if addressed or delivered to the
member's last known address shown in the corporation's current list of members,
or in the case of members who are residents of the same household and who have
the same address in the corporation's current list of members, if addressed or
delivered to one of the members, at the last known address appearing on the
current list of members.



(h)  Written notice is correctly addressed to a
domestic or foreign corporation (authorized to transact business in the State),
other than in its capacity as a member, if addressed to its registered agent or
to its secretary at its principal office shown in its most recent annual report
or, in the case of a foreign corporation that has not yet delivered an annual
report, in its application for a certificate of authority.



(i)  Without limiting the manner by which
notice otherwise may be given to members, notice to members given by the
corporation under this chapter, the articles of incorporation, or the bylaws
shall be effective if provided by electronic transmission consented to by the
member to whom the notice is given.  Any consent shall be revocable by the
member by written notice to the corporation.  Any consent shall be deemed
revoked if:



(1)  The corporation is unable to deliver by
electronic transmission two consecutive notices given by the corporation in
accordance with such consent; and



(2)  The inability to deliver becomes known to the
secretary or an assistant secretary of the corporation, to the transfer agent,
or other person responsible for giving notice; provided that the inadvertent
failure to treat such inability as a revocation shall not invalidate any
meeting or other action.



(j)  Notice given pursuant to subsection (i)
shall be deemed given:



(1)  If by facsimile telecommunication, when directed
to a number at which the member has consented to receive notice;



(2)  If by electronic mail, when directed to an
electronic mail address at which the member has consented to receive notice;



(3)  If by posting on an electronic network together
with separate notice to the member of such specific posting, upon the later of
the posting and the giving of such separate notice; and



(4)  If by any other form of electronic transmission,
when directed to the member.



An affidavit of the secretary, assistant secretary,
transfer agent, or other agent of the corporation that the notice has been
given by a form of electronic transmission, in the absence of fraud, shall be
prima facie evidence of the facts stated therein.



(k)  If section 414D-105(b) or any other
provision of this chapter prescribes notice requirements for particular
circumstances, those requirements shall govern.  If articles or bylaws
prescribe notice requirements, not inconsistent with this section or other
provisions of this chapter, those requirements shall govern. [L 2001, c 105, pt
of §1; am L 2002, c 130, §38; am L 2009, c 23, §4]