9013. When notice or lapse of time unnecessary; notices dispensed with when delivery is prohibited. 1. Whenever, under articles six, ten, ten-B and eleven, the organization certificate and by-laws of any corporation or by the terms of any agreement or instrument, a corporation or the board or any committee thereof is authorized to take any action after notice to any person or persons or after the lapse of a prescribed period of time, such action may be taken without notice and without the lapse of such period of time, if at any time before or after such action is completed the person or persons entitled to such notice or entitled to participate in the action to be taken or, in the case of a shareholder, by his attorney-in-fact, submit a signed waiver of notice of such requirements.
2. Whenever any notice or communication is required to be given to any person or persons by articles six, ten, ten-B and eleven, the organization certificate and by-laws, or by the terms of any agreement or instrument, or as a condition precedent to taking any corporate action and communication with such person or persons is then unlawful under any statute of this state or of the United States or any regulation, proclamation or order issued under such statutes, then the giving of such notice or communication to such person or persons shall not be required and there shall be no duty to apply for a license or other permission to do so. Any affidavit, certificate or other instrument which is required to be made or filed as proof of giving of any notice or communication required under articles six, ten and eleven shall, if such notice or communication to any person is dispensed with under this subdivision, include a statement that such notice or communication was not given to any person with whom communication is unlawful. Such affidavit, certificate or other instrument shall be as effective for all purposes as though such notice or communication had been personally given to such person.
Last modified: February 3, 2019