§ 21-215 — Notices and other communications

(MBCA 1.41) (a) Notice under
the Nebraska Model Business Corporation Act must be in writing unless oral
notice is reasonable in the circumstances. Unless otherwise agreed between
the sender and the recipient, words in a notice or other communication under
the act must be in English.
(b) A notice or other communication
may be given or sent by any method of delivery, except that electronic transmissions
must be in accordance with this section. If these methods of delivery are
impractical, a notice or other communication 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.
(c) Written notice by a domestic or
foreign corporation to its shareholder, if in a comprehensible form, is effective
(1) when mailed, if mailed postage prepaid and correctly addressed to the
shareholder's address shown in the corporation's current record of shareholders,
or (2) when electronically transmitted to the shareholder in a manner authorized
by the shareholder. Notice by a public corporation to its shareholder is effective
if the notice is addressed to the shareholder or group of shareholders in
a manner permitted by rules and regulations adopted and promulgated under
the federal Securities Exchange Act of 1934, as amended, 15 U.S.C. 78a et
seq., if the public corporation has first received affirmative written consent
or implied consent required under such rules and regulations.
(d) Notice or other communication
to a domestic or foreign corporation authorized to transact business in this
state may be delivered to its registered agent at its registered office or
to the secretary of the corporation at its principal office shown in its most
recent biennial report or, in the case of a foreign corporation that has not
yet delivered a biennial report, in its application for a certificate of authority.
(e) Notice or other communications
may be delivered by electronic transmission if consented to by the recipient
or if authorized by subsection (l) of this section.
(f) Any consent under subsection (e)
of this section may be revoked by the person who consented by written or electronic
notice to the person to whom the consent was delivered. Any such consent is
deemed revoked if (1) the corporation is unable to deliver two consecutive
electronic transmissions given by the corporation in accordance with such
consent and (2) such inability becomes known to the secretary or an assistant
secretary of the corporation or to the transfer agent, or other person responsible
for the giving of notice or other communications, except that the inadvertent
failure to treat such inability as a revocation shall not invalidate any meeting
or other action.
(g)
Unless otherwise agreed between the sender and the recipient, an electronic
transmission is received when:
(1) It enters an information processing system that
the recipient has designated or uses for the purposes of receiving electronic
transmissions or information of the type sent and from which the recipient
is able to retrieve the electronic transmission; and
(2) It is in a form capable of being
processed by that system.
(h)
Receipt of an electronic acknowledgment from an information processing system
described in subdivision (g)(1) of this section establishes that an electronic
transmission was received but, by itself, does not establish that the content
sent corresponds to the content received.
(i) An electronic transmission is received under this
section even if no individual is aware of its receipt.
(j) Notice or other communication,
if in a comprehensible form or manner, is effective at the earliest of the
following:
(1)
If in a physical form, the earliest of when it is actually received or when
it is left at:
(i)
A shareholder's address shown on the corporation's record of shareholders
maintained by the corporation under subsection (c) of section 21-2,221 ;
(ii) A director's residence
or usual place of business; or
(iii) The corporation's principal place of business;
(2) If mailed postage prepaid
and correctly addressed to a shareholder, upon deposit in the United States
mail;
(3)
If mailed by United States mail postage prepaid and correctly addressed to
a recipient other than a shareholder, the earliest of when it is actually
received, or:
(i)
If sent by registered or certified mail, return receipt requested, the date
shown on the return receipt signed by or on behalf of the addressee; or
(ii) Five days after it
is deposited in the United States mail;
(4) If an electronic transmission, when it is received
as provided in subsection (g) of this section; and
(5) If oral, when communicated.
(k) A notice or other communication
may be in the form of an electronic transmission that cannot be directly reproduced
in paper form by the recipient through an automated process used in conventional
commercial practice only if (1) the electronic transmission is otherwise retrievable
in perceivable form and (2) the sender and the recipient have consented in
writing to the use of such form of electronic transmission.
(l) If the Nebraska Model
Business Corporation Act prescribes requirements for notices or other communications
in particular circumstances, those requirements govern. If articles of incorporation
or bylaws prescribe requirements for notices or other communications, not
inconsistent with this section or other provisions of the act, those requirements
govern. The articles of incorporation or bylaws may authorize or require delivery
of notices of meetings of directors by electronic transmission.

Legislative History

Source: Laws 2014, LB749, § 15.