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Texas Business Corporation Act - Article 2.25-1. Notice By Electronic Transmission

Legal Research Home > Texas Laws > Business Corporation Act > Texas Business Corporation Act - Article 2.25-1. Notice By Electronic Transmission

Art. 2.25-1. Notice by Electronic Transmission                                

A. On consent of a shareholder, notice from a corporation under any 
provision of this Act, the articles of incorporation, or the bylaws 
may be given to the shareholder by electronic transmission.  The 
shareholder may specify the form of electronic transmission to be 
used to communicate notice.  The shareholder may revoke this 
consent by written notice to the corporation.  The shareholder's 
consent is deemed to be revoked if the corporation is unable to 
deliver by electronic transmission two consecutive notices, and the 
secretary, assistant secretary, or transfer agent of the 
corporation, or another person responsible for delivering notice on 
behalf of the corporation knows that delivery of these two 
electronic transmissions was unsuccessful.  The inadvertent 
failure to treat the unsuccessful transmissions as a revocation of 
shareholder consent does not invalidate a meeting or other action.

B. Notice under this article is deemed given when the notice is:              

(1) transmitted to a facsimile number provided by the shareholder 
for the purpose of receiving notice;

(2) transmitted to an electronic mail address provided by the 
shareholder for the purpose of receiving notice;

(3) posted on an electronic network and a message is sent to the 
shareholder at the address provided by the shareholder for the 
purpose of alerting the shareholder of a posting;  or

(4) communicated to the shareholder by any other form of electronic 
transmission consented to by the shareholder.

C. An affidavit of the secretary, assistant secretary, transfer 
agent, or other agent of the corporation that notice has been given 
by electronic transmission is, in the absence of fraud, prima facie 
evidence that the notice was given.

Added by Acts 2003, 78th Leg., ch. 238, Sec. 13, eff. Sept. 1, 2003.          

Last modified: August 11, 2007