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

(b)  Notice may be communicated in person; bytelephone, telegraph, teletype, or other form of wire or wirelesscommunication; or by mail or private carrier.  If these forms of personalnotice are impracticable, notice may be communicated by newspaper of generalcirculation in the area where published; or by radio, television, or other formof public broadcast communication.

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

(d)  Written notice by a domestic or foreigncorporation to its members, if in a comprehensible form, shall be effectivewhen mailed, if mailed postpaid and correctly addressed to the member's addressshown 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 ofthe following:

(1)  When received;

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

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

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

(g)  A written notice or report delivered aspart of a newsletter, magazine, or other publication regularly sent to membersshall constitute a written notice or report if addressed or delivered to themember'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 havethe same address in the corporation's current list of members, if addressed ordelivered to one of the members, at the last known address appearing on thecurrent list of members.

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

(i)  Without limiting the manner by whichnotice otherwise may be given to members, notice to members given by thecorporation under this chapter, the articles of incorporation, or the bylawsshall be effective if provided by electronic transmission consented to by themember to whom the notice is given.  Any consent shall be revocable by themember by written notice to the corporation.  Any consent shall be deemedrevoked if:

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

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

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

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

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

(3)  If by posting on an electronic network togetherwith separate notice to the member of such specific posting, upon the later ofthe 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 beengiven by a form of electronic transmission, in the absence of fraud, shall beprima facie evidence of the facts stated therein.

(k)  If section 414D-105(b) or any otherprovision of this chapter prescribes notice requirements for particularcircumstances, those requirements shall govern.  If articles or bylawsprescribe notice requirements, not inconsistent with this section or otherprovisions of this chapter, those requirements shall govern. [L 2001, c 105, ptof §1; am L 2002, c 130, §38; am L 2009, c 23, §4]