14-3-141. Notice.

Notice under this chapter shall be in writing or by electronic transmission unless oral notice is reasonable under the circumstances.#

Notice may be communicated in person; by telephone, electronic transmission, 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 a newspaper of general circulation in the area where published or by radio, television, or other form of public broadcast communication. Unless otherwise provided in the articles of incorporation, bylaws, or this chapter, notice by electronic transmission shall be deemed to be notice in writing for purposes of this chapter.#

Written notice by a domestic corporation or a foreign corporation to its members, if in a comprehensible form, is effective when mailed, if mailed with first-class postage prepaid and correctly addressed to the member’s address shown in the corporation’s or foreign corporation’s current record of members. If the corporation or foreign corporation has more than 500 members of record entitled to vote at a meeting, it may utilize a class of mail other than first class if the notice of the meeting is mailed, with adequate postage prepaid, not less than 30 days before the date of the meeting.#

Written notice to a domestic corporation or a foreign corporation authorized to transact business in this state may be addressed to its registered agent at its registered office or to such corporation or its secretary at its principal office shown in its most recent annual registration or, in the case of a foreign corporation that has not yet delivered an annual registration, in its application for a certificate of authority.#

Except as provided in subsections (c) and (h) of this Code section or in the articles of incorporation or bylaws, written notice, if in a comprehensible form, is effective at the earliest of the following:#

1. (1)

   When received or when delivered, properly addressed, to the addressee’s last known principal place of business or residence;#

2. (2)

   Five days after its deposit in the mail, as evidenced by the postmark, if mailed with first-class postage prepaid and correctly addressed; or#

3. (3)

   On the date shown on the return receipt, if sent by registered or certified mail or statutory overnight delivery, return receipt requested, and the receipt is signed by or on behalf of the addressee.#

Oral notice is effective when communicated if communicated in a comprehensible manner.#

In calculating time periods for notice under this chapter, when a period of time measured in days, weeks, months, years, or other measurement of time is prescribed for the exercise of any privilege or the discharge of any duty, the first day shall not be counted but the last day shall be counted.#

1. (1)

   Without limiting the manner by which notice otherwise may be given effectively to members, any notice to members given by the corporation under any provision of this chapter, the articles of incorporation, or the bylaws shall be effective if given by a form of electronic transmission consented to by the member to whom the notice is given. Any such consent shall be revocable by the member by written notice to the corporation. Any such consent shall be deemed revoked if:#

   1. (A)

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

   2. (B)

      Such inability becomes known to the secretary or an assistant secretary of the corporation or other person responsible for the giving of notice; provided, however, that the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.#

2. (2)

   Notice given pursuant to this subsection shall be deemed effective:#

   1. (A)

      If by facsimile telecommunication, when transmitted to a number at which the member has consented to receive notice;#

   2. (B)

      If by email, when transmitted to an email address at which the member has consented to receive notice;#

   3. (C)

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

   4. (D)

      If by any other form of electronic transmission, when transmitted to the member.#

An affidavit, certificate, or other written confirmation of the secretary or an assistant secretary or other agent of the corporation that the notice has been given under this Code section shall, in the absence of fraud, be prima-facie evidence of the facts stated therein.#

The corporation may be obligated to accept from a member consents, requests, demands, or notices given and delivered under this chapter to the principal place of business of the corporation or to an officer or agent of the corporation having custody of the books in which proceedings of meetings of members are recorded by electronic transmission only as provided by resolution of the board of directors of the corporation or in the articles of incorporation.#

Unless the registered agent of the corporation provides written consent to the corporation to the receipt of a member’s consent, request, demand, or notice by electronic transmission under this chapter, delivery to a corporation’s registered office shall be made by hand or by certified or registered mail or statutory overnight delivery, return receipt requested.#

If this chapter prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements, not inconsistent with this Code section or other provisions of this chapter, those requirements govern.#

Whenever notice would otherwise be required to be given under any provision of this chapter to a member, the notice need not be given if notice of two consecutive annual meetings, and all notices of meetings during the period between such two consecutive annual meetings, have been returned undeliverable or could not be delivered. Unless otherwise provided by the corporation’s bylaws, if a member delivers to the corporation a notice setting forth the member’s then-current mailing address, telephone number, means of electronic communication, or address for private carrier delivery, the requirement that notice be given to that member shall be reinstated.#