§414-4  Notice.  (a)  Notice under thischapter shall be in writing unless oral notice is reasonable under thecircumstances.

(b)  Notice is effective if communicated inperson; by telephone, 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 a newspaper of generalcirculation in the area where published; or by radio, television, or other formof public broadcast communication.

(c)  Written notice by a domestic or foreigncorporation to its shareholder, if in a comprehensible form, is effective whenmailed, if mailed postpaid and correctly addressed to the shareholder's addressshown in the corporation's current record of shareholders.

(d)  [Subsection effective until June 30,2010.  For subsection effective July 1, 2010, see below.]  Written noticeto a domestic or foreign corporation (authorized to transact business in thisState) may be addressed to its registered agent at its registered office or tothe corporation or its secretary at its principal office shown in its mostrecent annual report or, in the case of a foreign corporation that has not yetdelivered an annual report, in its application for a certificate of authority.

(d)  [Subsection effective July 1, 2010. For subsection effective until June 30, 2010, see above.]  Written noticeto a domestic or foreign corporation (authorized to transact business in thisState) may be addressed to its registered agent or to the corporation or itssecretary at its principal office shown in its most recent annual report or, inthe case of a foreign corporation that has not yet delivered an annual report,in its application for a certificate of authority.

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

(1)  When received;

(2)  Five days after its deposit in the United Statesmail, as evidenced by the postmark, if mailed postpaid and correctly addressed;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)  Oral notice is effective when communicatedif communicated in a comprehensible manner.

(g)  If this chapter prescribes noticerequirements for particular circumstances, those requirements govern.  Ifarticles of incorporation or bylaws prescribe notice requirements notinconsistent with this section or other provisions of this chapter, thoserequirements govern.

(h)  Without limiting the manner by which notice otherwise may be given toshareholders, notice to shareholders given by the corporation under thischapter, the articles of incorporation, or the bylaws shall be effective ifprovided by electronic transmission consented to by the shareholder to whom thenotice is given.  Any consent shall be revocable by the shareholder by writtennotice to the corporation.  Any consent shall be deemed revoked if:

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

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

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

(1)  If byfacsimile telecommunication, when directed to a number at which the shareholderhas consented to receive notice;

(2)  If byelectronic mail, when directed to an electronic mail address at which theshareholder has consented to receive notice;

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

(4)  If by anyother form of electronic transmission, when directed to the shareholder.

Anaffidavit of the secretary, assistant secretary, transfer agent, or other agentof the corporation that the notice has been given by a form of electronictransmission, in the absence of fraud, shall be prima facie evidence of thefacts stated therein. [L 2000, c 244, pt of §1; am L 2001, c 129, §5; amL 2002, c 130, §8; am L 2009, c 55, §2]