2006 Code of Virginia § 13.1-610 - Notice

13.1-610. Notice.

For purposes of this chapter, except for notice to or from the Commission:

A. Notice shall be in writing except that oral notice of any meeting of theboard of directors may be given if expressly authorized by the articles ofincorporation or bylaws. Notice by electronic transmission is written notice.

B. Notice may be communicated in person; by mail or other method of delivery;or by telephone, voice mail, or other electronic means. If these forms ofpersonal notice are impracticable, notice may be communicated by a newspaperof general circulation in the area where the notice is intended to be given,or by radio, television or other form of public broadcast communication inthe area where the notice is intended to be given.

C. Written notice by a domestic or foreign corporation to its shareholder, ifin a comprehensible form, is effective (i) upon deposit in the United Statesmail, if mailed postpaid and correctly addressed to the shareholder's addressshown in the corporation's current record of shareholders, or (ii) whenelectronically transmitted to the shareholder in a manner authorized by theshareholder.

D. Written notice to a domestic or foreign corporation, authorized totransact business in the Commonwealth, may be addressed to its registeredagent at its registered office or to the corporation or its secretary at itsprincipal office shown in its most recent annual report or, in the case of aforeign corporation that has not yet filed an annual report, in itsapplication for a certificate of authority.

E. Except as provided in subsection C, written notice, if in a comprehensibleform, is effective at the earliest of the following:

1. When received;

2. Five days after its deposit in the United States mail if mailed postpaidand correctly addressed;

3. On the date shown on the return receipt if sent by registered or certifiedmail, return receipt requested, and the receipt is signed by or on behalf ofthe addressee.

F. Oral notice is effective when communicated if communicated in acomprehensible manner.

G. When this chapter prescribes notice requirements for particularcircumstances, those requirements govern. If articles of incorporation orbylaws prescribe notice requirements not inconsistent with this section orother provisions of this chapter, those requirements govern.

H. Without limiting the manner by which notice otherwise may be giveneffectively to shareholders, any notice to shareholders given by thecorporation, under any provision of this chapter, the articles ofincorporation or the bylaws, shall be effective if given by a form ofelectronic transmission consented to by the shareholder to whom the notice isgiven. Any such consent shall be revocable by the shareholder by writtennotice to the corporation. Any such consent shall be deemed revoked if (i)the corporation is unable to deliver by electronic transmission twoconsecutive notices given by the corporation in accordance with such consentand (ii) such inability becomes known to the secretary or an assistantsecretary of the corporation or to the transfer agent, or other personresponsible for the giving of notice; provided, however, the inadvertentfailure to treat such inability as a revocation shall not invalidate anymeeting or other action. Notice given pursuant to this subsection shall bedeemed given: (a) if by facsimile telecommunication, when directed to anumber at which the shareholder has consented to receive notice; (b) if byelectronic mail, when directed to an electronic mail address at which theshareholder has consented to receive notice; (c) if by a posting on anelectronic network together with separate notice to the shareholder of suchspecific posting when such notice is directed to the record address of theshareholder or to such other address at which the shareholder has consentedto receive notice, upon the later of such posting or the giving of suchseparate notice; and (d) if by any other form of electronic transmission,when consented to by the shareholder. An affidavit of the secretary or anassistant secretary or of the transfer agent or other agent of thecorporation that the notice has been given by a form of electronictransmission shall, in the absence of fraud, be prima facie evidence of thefacts stated therein. This subsection shall not apply to subsection D of 13.1-642.

I. Without limiting the manner by which notice otherwise may be giveneffectively to shareholders, any notice to shareholders given by a publiccorporation, under any provision of this chapter, the articles ofincorporation or the bylaws, shall be effective if given in a mannerpermitted by the rules and regulations under the Securities Exchange Act of1934, provided that the corporation has first received any affirmativewritten consent or implied consent required under those rules and regulations.

(1985, c. 522; 2002, c. 285; 2003, c. 728; 2005, c. 765.)