17-6520.   Exceptions to notice requirements.(a) Whenever notice is required to be given, under any provision of this actor of the articles of incorporation or bylaws of any corporation, to anyperson with whom communication is unlawful, the giving of such notice tosuch person shall not be required and there shall be no duty to apply toany governmental authority or agency for a license or permit to give suchnotice to such person. Any action or meeting which shall be taken or heldwithout notice to any such person with whom communication is unlawful shallhave the same force and effect as if such notice had been duly given. Inthe event that the action taken by the corporation is such as to requirethe filing of a certificate under any of the other sections of this act,the certificate shall state, if such is the fact and if notice is required,that notice was given to all persons entitled to receive notice except suchpersons with whom communication is unlawful.

      (b)   Whenever notice is required to be given, under any provision ofthis act or the articles of incorporation or bylaws of any corporation,to any stockholder or, if the corporation is a nonstock corporation, to anymember, to whom (1) notice of two consecutive annual meetings, and allnotices of meetings or of the taking of action by written consent without ameeting to such person during the period between such two consecutiveannual meetings, or (2) all, and at least two payments, if sent by firstclass mail, of dividends or interest on securities during a 12-monthperiod, have been mailed addressed to such person at such person's address asshown on the records of the corporation and have been returned undeliverable,the giving of such notice to such person shall not be required. Any action ormeeting which shall be taken or held without notice to such person shall havethe same force and effect as if such notice had been duly given. If any suchperson shall deliver to the corporation a written notice setting forth suchperson's then current address, the requirement that notice be given to suchperson shall be reinstated. In the event that the action taken by thecorporation is such as to require the filing of a certificate under any ofthe other sections of this chapter, the certificate need not state thatnotice was not given to persons to whom notice was not required to be givenpursuant to this subsection.

      (c)   The exception in subsection (b)(1) to the requirement that notice begiven shall not be applicable to any notice returned as undeliverable if thenotice was given by electronic transmission.

      History:   L. 1972, ch. 52, § 73;L. 1988, ch. 99, § 33;Revived and amend., L. 1988, ch. 100, § 33;L. 2004, ch. 143, § 44; Jan. 1, 2005.