- Any notice to stockholders given by the corporation under any provision of this chapter, the charter, or the bylaws may be given in writing or by email to the stockholder’s mailing or email address, respectively, as it appears on the corporation’s records, and shall be given
- if mailed, when the notice is deposited in the U.S. mail, postage prepaid,
- if delivered by courier service, the earlier of when the notice is received or left at such stockholder’s address or
- if given by email, when directed to such stockholder’s email address unless the stockholder has notified the corporation in writing or by electronic transmission of an objection to receiving notice by email or such notice is prohibited by subsection (e). A notice by email must include a prominent legend that the communication is an important notice regarding the corporation.
- Other electronic transmission suffices for required notice only if the stockholder consented to this form. Subsection (e) applies. The stockholder can revoke the consent in writing.
- Notice pursuant to subsection (b) is given, if by
- facsimile: when directed to a number (email address) consented to by the stockholder;
- a posting on an electronic network together with separate notice to the stockholder of such specific posting: upon the later of the two; and
- any other form of electronic transmission: when directed to the stockholder.
- “For purposes of this chapter,
- “electronic transmission” means any paperless form of communication, including the use of electronic networks or databases (distributed or not), that creates a record that may be retained, retrieved, reviewed, and automatically reproduced on paper by a recipient.
- “electronic mail” [email] means an electronic transmission directed to a unique email address, and includes any attached files and information on hyperlinked websites if such email includes the contact information of an officer or agent of the corporation who is available to assist with accessing such files and information and
- ““electronic mail address” means a destination, commonly expressed as a string of characters, consisting of a unique user name or mailbox (commonly referred to as the “local part” of the address) and a reference to an internet domain (commonly referred to as the “domain part” of the address), whether or not displayed, to which electronic mail can be sent or delivered.”
- Notwithstanding the foregoing, notice may not be given by electronic transmission from the time that (1) 2 consecutive notices by the corporation are undeliverable by electronic transmission and (2) such inability becomes known to any person responsible for the giving of notice, but the inadvertent failure to discover such inability shall not invalidate any meeting or other action.
- An affidavit of any agent of the corporation that notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
- No provision of this section, except subsections (a)(1), (d)(2) and (d)(3), shall apply to § 164, 296, 311, 312, or 324.