Oklahoma § 18-1075.2 - Electronic notice – Effectiveness - Revocation of

§ 18-1075.2. Electronic notice – Effectiveness - Revocation of

consent.

ELECTRONIC NOTICE; EFFECTIVENESS; REVOCATION OF CONSENT

A. Without limiting the manner of which notice otherwise may be

given effectively to shareholders, any notice to shareholders given

by the corporation under any provision of the Oklahoma General

Corporation Act, the certificate of incorporation, or the bylaws may

be given in writing directed to the shareholder’s mailing address or

by electronic transmission directed to the shareholder’s electronic

mail address, as applicable, as it appears on the records of the

corporation, and shall be given:

1. If mailed, when the notice is deposited with the United

States Postal Service, postage prepaid;

2. If delivered by courier service, the earlier of when the

notice is received or left at the shareholder’s address; or

3. If given by electronic mail, when directed to such

shareholder’s electronic mail address unless the shareholder has

notified the corporation in writing or by electronic transmission of

an objection to receiving notice by electronic mail, or if such

notice is prohibited by subsection E of this section. A notice by

electronic mail must include a prominent legend that the

communication is an important notice regarding the corporation.

B. Without limiting the manner by which notice otherwise may be

given effectively to shareholders, but subject to subsection E of

this section, any notice to shareholders given by the corporation

under any provision of this title, the certificate of incorporation,

or the bylaws shall be effective if given by a form of electronic

transmission consented to by the shareholder to whom the notice is

given. Any such consent shall be revocable by the shareholder by

written notice or electronic transmission to the corporation. A

corporation may give a notice by electronic mail in accordance with

subsection A of this section without obtaining the consent required

by this subsection.

C. Notice given pursuant to subsection A of this section shall

be deemed given if by:

Oklahoma Statutes - Title 18. Corporations

1. Facsimile telecommunication, when directed to a number at

which the shareholder has consented to receive notice;

2. A posting on an electronic network together with separate

notice to the shareholder of the specific posting, upon the later

of:

a.

the posting, and

b.

the giving of the separate notice; and

3. Any other form of electronic transmission, when directed to

the shareholder.

D. Notwithstanding the provisions of this section, a notice may

not be given by an electronic transmission from and after the time

that:

1. The corporation is unable to deliver by electronic

transmission two consecutive notices given by the corporation; and

2. The inability becomes known to the secretary or assistant

secretary of the corporation or to the transfer agent, or other

person responsible for the giving of notice; provided, however, the

inadvertent failure to discover such inability shall not invalidate

any meeting or other action.

E. An affidavit of the secretary or an assistant secretary or

of the transfer agent or other agent of the corporation that the

notice has been given by a form of electronic transmission shall, in

the absence of fraud, be prima facie evidence of the facts stated

therein.

F. For purposes of the Oklahoma General Corporation Act:

1. “Electronic mail” means an electronic transmission directed

to a unique electronic mail address. Electronic mail shall be

deemed to include any files attached thereto and any information

hyperlinked to a website if such electronic mail includes the

contact information of an officer or agent of the corporation who is

available to assist with accessing such files and information;

2. “Electronic mail address” means a destination, commonly

expressed as a string of characters, consisting of a unique user

name or mailbox, commonly referred to as the local part of the

address, and a reference to an internet domain, commonly referred to

as the domain part of the address, whether or not displayed, to

which electronic mail can be sent or delivered; and

3. “Electronic transmission” means any form of communication,

not directly involving the physical transmission of paper including

the use of, or participation in, one or more electronic networks or

databases including one or more distributed electronic networks or

databases, that creates a record that may be retained, retrieved and

reviewed by a recipient thereof, and that may be directly reproduced

in paper form by such a recipient through an automated process.

G. No provision of this section, except for paragraph 1 of

subsection A or paragraphs 1 and 2 of subsection D of this section,

shall apply to Sections 1045, 1111, 1119, or 1123 of this title.

Oklahoma Statutes - Title 18. Corporations

Added by Laws 2001, c. 405, § 19, eff. Nov. 1, 2001. Amended by

Laws 2019, c. 88, § 14, eff. Nov. 1, 2019; Laws 2021, c. 51, § 10,

eff. Nov. 1, 2021; Laws 2024, c. 120, § 29, eff. Nov. 1, 2024.