North Carolina § 55A-1-41 - Notice.

§ 55A-1-41. Notice.

Notice under this Chapter shall be in writing unless oral notice is authorized in the corporation's articles of incorporation or bylaws and written notice is not specifically required by this Chapter. Notice may be communicated in person; by electronic means; or by mail or private carrier. If these forms of personal notice are impracticable as to one or more persons, notice may be communicated to such persons by publishing notice in a newspaper, or by radio, television, or other form of public broadcast communication, in the county where the corporation has its principal place of business in the State, or if it has no principal place of business in the State, the county where it has its registered office. Written notice by a domestic or foreign corporation to its member is effective when deposited in the United States mail with postage thereon prepaid and correctly addressed to the member's address shown in the corporation's current record of members. To the extent the corporation pursuant to G.S. 55A-1-70 and the member have agreed, notice by a domestic corporation to its member in the form of an electronic record sent by electronic means is effective when it is sent as provided in G.S. 66-325. A member may terminate any such agreement at any time on a prospective basis effective upon written notice of termination to the corporation or upon such later date as may be specified in the notice. Written notice to a domestic or foreign corporation (authorized to conduct affairs in this State) may be addressed to its registered agent at its registered office or to the corporation or its secretary at its principal office shown in its articles of incorporation, the Designation of Principal Office Address form, or any Corporation's Statement of Change of Principal Office Address form filed with the Secretary of State. Except as provided in subsection (c) of this section, written notice is effective at the earliest of the following: When received; Five days after its deposit in the United States mail, as evidenced by the postmark or otherwise, if mailed with at least first-class postage thereon prepaid and correctly addressed; On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; If mailed with less than first-class postage, 30 days after its deposit in the United States mail, as evidenced by the postmark or otherwise, if mailed with postage thereon prepaid and correctly addressed; When delivered to the member's address shown in the corporation's current list of members. Written notice is correctly addressed to a member of a domestic or foreign corporation if addressed to the member's address shown in the corporation's current list of members. In the case of members who are residents of the same household and who have the same address, the corporation's bylaws may provide that a single notice may be given to such members jointly. Oral notice is effective when actually communicated to the person entitled to oral notice. If this Chapter prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements not inconsistent with this section or other provisions of this Chapter, those requirements govern. Written notice need not be provided in a separate document and may be included as part of a newsletter, magazine, or other publication regularly sent to members if conspicuously identified as a notice. In the case of notice in the form of an electronic record sent by electronic means, the time of receipt shall be determined as provided in G.S. 66-325 . History (1993, c. 398, s. 1; 1995, c. 539, s. 16; 2008-37, s. 2.) NORTH CAROLINA COMMENTARY The prior law contained no general definition of "notice." Subdivision (e)(4) recognizes that nonprofit corporations may have special mailing privileges. Notices mailed at the nonprofit rate are effective 30 days after deposit in the United States mail. Many nonprofit corporations include notices in newsletters, magazines and other publications regularly sent to members, and subsection (i) specifically authorizes this form of notice if it is conspicuously identified as a notice. Effect of Amendments. - Session Laws 2008-37, s. 2, effective October 1, 2008, substituted "electronic means" for "telephone, telegraph, teletype, or other form of wire or wireless communication, or by facsimile transmission" in the first sentence of subsection (b); added the second and third sentences in subsection (c); and added the last paragraph in subsection (e).