Florida Statutes 617.0141 – Notice
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(1) Notice under this act must be in writing, unless oral notice is:
(a) Expressly authorized by the articles of incorporation or the bylaws; and
Terms Used In Florida Statutes 617.0141
- Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
- Articles of incorporation: includes original, amended, and restated articles of incorporation, articles of consolidation, and articles of merger, and all amendments thereto, including documents designated by the laws of this state as charters, and, in the case of a foreign corporation, documents equivalent to articles of incorporation in the jurisdiction of incorporation. See Florida Statutes 617.01401
- Bylaws: means the code or codes of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated. See Florida Statutes 617.01401
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- domestic corporation: means a corporation not for profit, subject to the provisions of this chapter, except a foreign corporation. See Florida Statutes 617.01401
- Electronic transmission: means any form of communication, not directly involving the physical transmission or transfer of paper, which creates a record that may be retained, retrieved, and reviewed by a recipient and which may be directly reproduced in a comprehensible and legible paper form by such recipient through an automated process. See Florida Statutes 617.01401
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- Foreign corporation: means a corporation not for profit organized under laws other than the laws of this state. See Florida Statutes 617.01401
- Fraud: Intentional deception resulting in injury to another.
- Mail: means the United States mail, facsimile transmissions, and private mail carriers handling nationwide mail services. See Florida Statutes 617.01401
- Member: means one having membership rights in a corporation in accordance with the provisions of its articles of incorporation or bylaws or the provisions of this chapter. See Florida Statutes 617.01401
- Person: includes individual and entity. See Florida Statutes 617.01401
- writing: includes handwriting, printing, typewriting, and all other methods and means of forming letters and characters upon paper, stone, wood, or other materials. See Florida Statutes 1.01
(b) Reasonable under the circumstances.
(2) Notice may be communicated in person; by telephone (where oral notice is permitted), telegraph, teletype, or other form of electronic transmission; or by mail.
(3) Written notice by a domestic or foreign corporation authorized to conduct its affairs in this state to its member, if in a comprehensible form, is effective:
(a) When mailed, if mailed postpaid and correctly addressed to the member’s address shown in the corporation’s current record of members;
(b) When actually transmitted by facsimile telecommunication, if correctly directed to a number at which the member has consented to receive notice;
(c) When actually transmitted by electronic mail, if correctly directed to an electronic mail address at which the member has consented to receive notice;
(d) When posted on an electronic network that the member has consented to consult, upon the later of:
1. Such correct posting; or
2. The giving of a separate notice to the member of the fact of such specific posting; or
(e) When correctly transmitted to the member, if by any other form of electronic transmission consented to by the member to whom notice is given.
(4) Consent by a member to receive notice by electronic transmission shall be revocable by the member by written notice to the corporation. Any such consent shall be deemed revoked if:
(a) The corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent; and
(b) Such inability becomes known to the secretary or an assistant secretary of the corporation, or other authorized person responsible for the giving of notice. However, the inadvertent failure to treat such inability as a revocation does not invalidate any meeting or other action.
(5) Written notice to a domestic or foreign corporation authorized to conduct its affairs in this state may be addressed to its registered agent at its registered office or to the corporation or its secretary at its principal office shown in its most recent annual report or, in the case of a corporation that has not yet delivered an annual report, in a domestic corporation‘s articles of incorporation or in a foreign corporation’s application for certificate of authority.
(6) Except as provided in subsection (3) or elsewhere in this act, written notice, if in a comprehensible form, is effective at the earliest date of the following:
(a) When received;
(b) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed; or
(c) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.
(7) Oral notice is effective when communicated if communicated directly to the person to be notified in a comprehensible manner.
(8) An affidavit of the secretary, an assistant secretary, the transfer agent, or other authorized agent of the corporation that the notice has been given by a form of electronic transmission is, in the absence of fraud, prima facie evidence of the facts stated in the notice.
(9) If this act prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements not less stringent than the requirements of this section or other provisions of this act, those requirements govern.