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:
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.