§ 75.150 — Notices and other communications

1. Except as otherwise provided by specific statute:
(a) Any notice or other communication described in this title may be given or sent by any method of delivery; and
(b) An electronic transmission must be in accordance with this section.
2. A notice or other communication given or sent pursuant to the organic law or organic rules of an entity may be delivered by electronic transmission if:
(a) Consented to by the recipient or authorized by subsection 9; and
(b) The electronic transmission contains or is accompanied by information from which the recipient can determine the date of the transmission.
3. Any consent under subsection 2 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:
(a) The person is unable to receive two consecutive electronic transmissions given by the entity or organization in accordance with such consent; and
(b) Such inability becomes known to the secretary of the entity sending the electronic transmissions or to the transfer agent or other person responsible for the giving of notice or other communications.
Ê The inadvertent failure to treat any such inability as a revocation does not invalidate any meeting or other action.
4. Unless otherwise agreed between sender and recipient, an electronic transmission is received when:
(a) It enters an information processing system that the recipient has designated or uses for the purpose of receiving electronic transmissions or information of the type sent; and
(b) It is in a form ordinarily capable of being processed by that system.
5. Receipt of an electronic acknowledgment from an information processing system described in paragraph (a) of subsection 4 establishes that an electronic transmission was received but, by itself, does not establish that the content sent corresponds to the content received.
6. An electronic transmission is received under this section even if no natural person is aware of its receipt.
7. Except as otherwise provided by specific statute, any notice or other communication, if in a comprehensible form or manner, is effective at the earliest of the following:
(a) If in a physical form, when it is left at:
(1) The address of a stockholder, member, partner or other owner of an entity, whichever is applicable, as it appears upon the records of the entity;
(2) The residence or usual place of business of a director, manager or general partner, whichever is applicable;
(3) The entity’s principal place of business; or
(4) If to a recipient other than a stockholder, director, member, partner or other owner of an entity or an entity, such person’s residence or usual place of business;
(b) If mailed by United States mail postage prepaid and correctly addressed to a stockholder, member, partner or other owner of an entity, upon deposit in the United States mail;
(c) If mailed by United States mail postage prepaid and correctly addressed to a recipient other than a stockholder, member, partner or other owner of an entity, the earliest of:
(1) 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
(2) Five days after it is deposited in the United States mail;
(d) If an electronic transmission, when it is received as provided in subsection 4; and
(e) If oral, when communicated.
Ê In the absence of fraud, an affidavit of the secretary of the entity or the transfer agent or any other agent of the entity that the notice has been given by a form of electronic transmission is prima facie evidence of the facts stated in the affidavit.
8. 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:
(a) The electronic transmission is otherwise retrievable in perceivable form; and
(b) The sender and the recipient have consented in writing to the use of such form of electronic transmission.
9. If any provision of this title prescribes requirements for notices or other communication in particular circumstances, those requirements govern. If the organic rules of an entity prescribe requirements for notices or other communications, not inconsistent with this section or other provisions of this title, those requirements govern. The organic rules of an entity may authorize, require or prohibit delivery of notices of meetings of directors, managers, members, partners or other owners of the entity by electronic transmission.
10. In the event that any provisions of this section are deemed to modify, limit or supersede the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001 et seq., the provisions of this section shall be deemed to control to the maximum extent permitted by section 102(a)(2) of that Act, 15 U.S.C. § 7002(a)(2).
11. As used in this section:
(a) “Entity” has the meaning ascribed to it in NRS 77.060 .
(b) “Organic law” has the meaning ascribed to it in NRS 77.170 .
(c) “Organic rules” has the meaning ascribed to it in NRS 77.180 .

Legislative History

(Added to NRS by 2011, 2766 )