13.1-610 - Notices and other communications.
§ 13.1-610. Notices and other communications.
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.
B. Unless otherwise agreed between the sender and the recipient, words in anotice or other communication shall be in the English language. A notice orother communication may be given or sent by any method of delivery, exceptthat an electronic transmission shall be in accordance with this section. Ifthese methods of delivery are impracticable, a notice or other communicationmay be communicated by publication in a newspaper of general circulation inthe area where the notice is intended to be given, or by radio, television,or other form of public communication in the area where the notice isintended to be given.
C. Notice or other communication to a domestic or foreign corporationauthorized to transact business in the Commonwealth may be delivered to itsregistered agent at its registered office or to the secretary of thecorporation at its principal office shown in its most recent annual reportor, in the case of a foreign corporation that has not yet delivered an annualreport, in its application for a certificate of authority.
D. Notice or other communication may be delivered by electronic transmissionif consented to by the recipient or if authorized by subsection K.
E. Any consent under subsection D may be revoked by the person who consentedby written or electronic notice to the person to whom the consent wasdelivered. Any such consent is deemed revoked if (i) the corporation isunable to deliver two consecutive electronic transmissions given by thecorporation in accordance with such consent and (ii) 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 or othercommunications. The inadvertent failure to treat such inability as arevocation shall not invalidate any meeting or other action.
F. Unless otherwise agreed between the sender and the recipient, anelectronic transmission is received when:
1. It enters an information processing system that the recipient hasdesignated or uses for the purpose of receiving electronic transmissions orinformation of the type sent, and from which the recipient is able toretrieve the electronic transmission; and
2. It is in a form capable of being processed by that system.
G. Receipt of an electronic acknowledgment from an information processingsystem described in subdivision F 1 establishes that an electronictransmission was received. However, such receipt of an electronicacknowledgment, by itself, does not establish that the content sentcorresponds to the content received.
H. An electronic transmission is received under this section even if noindividual is aware of its receipt.
I. Notice or other communication, if in a comprehensible form or manner, iseffective at the earliest of the following:
1. If in physical form, the earliest of when it is actually received or whenit is left at:
a. A shareholder's address shown on the corporation's record of shareholdersmaintained by the corporation pursuant to subsection C of § 13.1-770;
b. A director's residence or usual place of business;
c. The corporation's principal place of business; or
d. The corporation's registered office when left with the corporation'sregistered agent;
2. If mailed postage prepaid and correctly addressed to a shareholder, upondeposit in the United States mail;
3. If mailed by United States mail postage prepaid and correctly addressed toa recipient other than a shareholder, the earliest of when it is actuallyreceived or: (i) if sent by registered or certified mail return receiptrequested, the date shown on the receipt, signed by or on behalf of theaddressee; or (ii) five days after it is deposited in the mail;
4. If an electronic transmission, when it is received as provided insubsection F; and
5. If oral, when communicated.
J. A notice or other communication may be in the form of an electronictransmission that cannot be directly reproduced in paper form by therecipient through an automated process used in conventional commercialpractice only if (i) the electronic transmission is otherwise retrievable inperceivable form, and (ii) the sender and the recipient have consented inwriting to the use of such form of electronic transmission.
K. If this chapter prescribes requirements for notices or othercommunications in particular circumstances, those requirements govern. Ifarticles of incorporation or bylaws prescribe requirements for notices orother communications not inconsistent with this section or other provisionsof this chapter, those requirements govern. The articles of incorporation orbylaws may authorize or require delivery of notices of meetings of directorsby electronic transmission.
L. 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; 2007, c. 165; 2010,c. 782.)