17-6522.   Notice to shareholders; consent toelectronic transmission.(a) Without limiting the manner by which notice otherwise may be giveneffectively to stockholders, any notice to stockholders given by thecorporation under any provisions of this act, the articles of incorporation, orthe bylaws shall be effective if given by a form of electronic transmissionconsented to by the stockholders to whom the notice is given. Any such consentshall be revocable by the stockholder by written notice to the corporation. Anysuch consent shall be deemed revoked if: (1) The corporation is unable todeliver by electronic transmission two consecutive notices given by thecorporation in accordance with such consent; and (2) such inability becomesknown to the secretary or an assistant secretary of the corporation or to thetransfer agent, or other person responsible for the giving of notice. Theinadvertent failure to treat such inability as a revocation shall notinvalidate any meeting or other action.

      (b)   Notice given pursuant to subsection (a) shall be deemed given: (1) If byfacsimile telecommunication, when directed to a number at which the stockholderhas consented to receive notice; (2) if by electronic mail, when directed to anelectronic mail address at which the stockholder has consented to receivenotice; (3) if by a posting on an electronic network together with separatenotice to the stockholder of such specific posting, upon the later of (A) suchposting and (B) the giving of such separate notice; and (4) if by any otherform of electronic transmission, when directed to the stockholder. An affidavitof the secretary or an assistant secretary or of the transfer agent or otheragent of 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.

      (c)   For purposes of this act, "electronic transmission" means any form ofcommunication, not directly involving the physical transmission of paper, thatcreates a record that may be retained, retrieved and reviewed by a recipientthereof, and that may be directly reproduced in paper form by such a recipientthrough an automated process.

      (d)   This section shall apply to a corporation organized under this act thatis not authorized to issue capital stock, and when so applied, all referencesto stockholders shall be deemed to refer to members of such a corporation.

      (e)   This section shall not apply to K.S.A. 17-6414, 17-6906, 17-7001 or17-7002, and amendments thereto.

      (f)   This section shall be a part of and supplemental to the Kansas generalcorporation code, and amendments thereto.

      History:   L. 2004, ch. 143, § 46; Jan. 1, 2005.