§ 48-51-202 — Notice

(a) Notice under chapters 51-68 of this title shall be in writing unless oral notice is reasonable in circumstances and not prohibited by the charter or bylaws, and written notice is not expressly required by chapters 51-68 of this title. Unless otherwise agreed to between sender and the recipient, words in a notice or other communication under chapters 51-68 of this title shall be in English. (b) A notice or other communication may be given or sent by any method of delivery, except that electronic transmissions shall be in accordance with this section. If these methods of delivery are impracticable, 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) Notice in the form of a document by a corporation having members is effective: (1) Upon deposit in the United States mail or with a commercial delivery service, if the postage or delivery charge is paid and the notice is correctly addressed to the member's address shown in the corporation's current record of the member; or (2) When given, if the notice is delivered in any other manner that the member has authorized. (d) A written notice or report delivered as part of a newsletter, magazine or other publication regularly sent to members shall constitute a written notice or report if addressed or delivered to the member's address shown in the corporation's current record of members, or in the case of members who are residents of the same household and who have the same address in the corporation's current record of members, if addressed or delivered to one (1) of such members, at the address appearing on the current list of members. (e) 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 annual report (or to a designated mailing address such as a post office box if the United States Postal Service does not deliver to the corporation's principal office) or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority. (f) Notice or other communications may be delivered by electronic transmission if consented to by the recipient or if authorized by subsection ( l ). (g) (1) Any consent under subsection (f) 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 corporation is unable to deliver two (2) consecutive electronic transmissions given by the corporation in accordance with the consent; and (B) 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 communication. (2) The inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. (h) 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. (i) Receipt of an electronic acknowledgement from an information processing system described in subdivision (h)(1) establishes that an electronic transmission was received but, by itself, does not establish that the content sent corresponds to the content received. (j) An electronic transmission is received under this section even if no individual is aware of its receipt. (k) 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: (A) A member's address shown on the corporation's record of members maintained by the corporation under § 48-66-101(c) ; (B) A director's residence or usual place of business; or (C) The corporation's principal place of business; (2) If mailed first class postage prepaid and correctly addressed to a member, 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 member, the earliest of when it is actually received; or (A) 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 (B) Five (5) days after it is deposited in the United States mail; (4) If an electronic transmission, when it is received as provided in subsection (h); or (5) If oral, when communicated, if communicated in a comprehensible manner. (l) 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. (m) If chapters 51-68 of this title prescribe requirements for notices or other communications in particular circumstances, those requirements govern. If the charter or bylaws prescribe requirements for notices or other communications, not inconsistent with this section or other provisions of chapters 51-68 of this title, those requirements govern. The charter or bylaws may authorize or require delivery of notices of meetings of directors by electronic transmission.

Legislative History

Amended by 2014 Tenn. Acts, ch. 899, s 8, eff. 1/1/2015. Acts 1987, ch. 242, § 1.21.