- [Permissible manner] Without limiting the permissible manner of documentation, signature, or delivery:
- [Documentation] Any act contemplated by this chapter or the charter or bylaws may be provided for in a document. ““Document” means (i) any tangible medium on which information is inscribed, and includes handwritten, typed, printed or similar instruments, and copies of such instruments and (ii) an electronic transmission.”
- [Signature] Whenever this chapter or the charter or bylaws requires or permits a signature, the signature may be a manual, facsimile, conformed or electronic signature. ““Electronic signature” means an electronic symbol or process that is attached to, or logically associated with, a document and executed or adopted by a person with an intent to execute, authenticate or adopt the document. A person may execute a document with such person’s signature.”
- [Delivery] Unless otherwise agreed between the sender and recipient (and in the case of stockholder proxies or consents, subject to the additional requirements of § 212(c)(2) & (3) and § 228(d)(1), respectively), an electronic transmission is deemed delivered to a person when it enters an information processing system that the person has designated for the purpose of receiving electronic transmissions of the type delivered, so long as the electronic transmission is in a form capable of being processed by that system and such person is able to retrieve the electronic transmission. Whether a person has so designated an information processing system is determined by the charter, the bylaws or from the context and surrounding circumstances, including the parties’ conduct. An electronic transmission is delivered under this section even if no person is aware of its receipt. Receipt of an electronic acknowledgement from an information processing system establishes that an electronic transmission was received but, by itself, does not establish that the content sent corresponds to the content received.”
This subsection solely determines whether documentation, signature, and delivery accord with this chapter, the charter, and the bylaws; other parts of a transaction may be conducted in accordance with the Uniform Electronic Transactions Act [6 Del. C. ch. 12A].
- [Exceptions] Subsection (a) shall not apply to:a document filed with a judicial or governmental body of this State;
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- a document filed with a judicial or governmental body of this State;
- a document comprising part of the stock ledger;
- a certificate representing a security;
- any document expressly referenced as a notice (or waiver of notice) by this chapter, the charter or bylaws;
- a ballot to vote on actions at a meeting of stockholders; and
- an act effected pursuant to Section 280 or subchapters III, XIII or XVI.
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The foregoing shall not create any presumption about the lawful means of documentation, signature, or delivery addressed by this subsection (b). The only permissible restriction of subsection (a) by the charter or bylaws is an express provision restricting or prohibiting the use of electronic transmission, electronic signature, or electronic transmission to an information processing system.
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- [Savings clause] The provisions of this chapter shall control to the fullest extent permitted by section 7002(a)(2) of the Electronic Signatures in Global and National Commerce Act, [15 U.S.C. [§§] 7001 et. seq.].