The California General Corporation includes several provisions requiring notice to either directors or shareholders. Section 307, for example, requires that notice be given to directors of special meetings of the board. The statute further provides that neither the articles nor the bylaws may dispense with this requirement (although notice may be waived).
Requiring notice leads to at least several other questions, including what must the notice include, how much in advance must it be given, how must it be given, and when is it given? Today's post addresses the last of these questions.
"Have I reached the party to whom I am speaking?"
Section 118 governs when notice is sent or given. It does not address how it must be given. Indeed, it contemplates that notice may be given by a variety of methods. Unless the GCL otherwise expressly provides, the time a notice is given or sent means the time when:
- Written notice is deposited in the U.S. mails, postage prepaid;
- Other written notice, including facsimile, telegram [the only time that I've witnessed someone send a telegram is in the movies], or electronic mail, is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient; or
- Oral notice is communicated, in person or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, or wireless, to the recipient, including the recipient's designated voice mailbox or address on the system, or to a person at the recipient's office who the person giving the notice has reason to believe will promptly communicate it to the recipient.
Note that the timing of giving notice under each of these alternatives is based on actions of the sender, not the recipient. For example, notice is sent when deposited in the U.S. mails not when it is actually received by the person to be notified.