(1) Notice under this chapter must be written unless oral notice is reasonable in the circumstances in which the notice is given.

(2)(a) A notice or other communication may be given or sent by any method of delivery, except that an electronic transmission must use a method of delivery that complies with subsection (4) of this section.

(b) If delivery in accordance with paragraph (a) of this subsection is impracticable, a notice or other communication may be published in a newspaper of general circulation in the area where the newspaper is published, or by radio, television or another form of public broadcast communication.

(3) A notice or other communication to a domestic corporation or a foreign corporation that is authorized to transact business in this state may be delivered to the domestic or foreign corporation’s registered agent at the registered agent’s registered office or delivered to the domestic or foreign corporation or the domestic or foreign corporation’s president or secretary at the domestic or foreign corporation’s principal office or mailing address as shown in the Secretary of State’s records.

(4)(a) Except as provided in paragraph (b) of this subsection, a notice or communication, including a notice of a meeting of a domestic corporation‘s board of directors or shareholders or a director’s or shareholder‘s written consent, may be delivered by electronic transmission.

(b) A notice or communication may not be delivered by electronic transmission if:

(A) The articles of incorporation or bylaws of a domestic corporation prohibit delivery by electronic consent;

(B) The intended recipient of the notice or communication delivers an electronic notice revocation at least 30 days before the notice or communication is sent; or

(C) The notice or communication is related to a revocation of dissolution under ORS § 60.634.

(c) A notice or communication delivered by electronic transmission need not be in a form that a recipient may retain, retrieve and reproduce in tangible form by means of an automated process that is used in conventional commercial practice if the recipient can retrieve the notice or communication in a perceivable form and the recipient agrees to a form of electronic transmission that does not permit retention, retrieval and reproduction in tangible form.

(5)(a) A person who delivered an electronic notice revocation may rescind the electronic notice revocation by notifying the recipient of the electronic notice revocation of the person’s intent to rescind.

(b) A person has constructively delivered an electronic notice revocation if an electronic transmission of a notice or communication intended for the person fails after two successive delivery attempts and an individual with responsibility for delivering notices or communications from the corporation has actual knowledge of the failure.

(c) A corporation that continues to deliver notices or communications by electronic transmission after an individual with responsibility for delivering the notices or communications received an electronic notice revocation or has actual knowledge of the failure described in paragraph (b) of this subsection does not by that continuation invalidate a meeting or action.

(d) If an electronic transmission of a notice or communication fails as provided in paragraph (b) of this subsection, the corporation that sent the notice or communication shall promptly use a method other than electronic transmission to deliver the notice or communication. A corporation’s failure to use a method of delivery other than electronic transmission does not by that failure invalidate a meeting or action.

(6)(a) Unless a domestic corporation’s articles of incorporation or bylaws provide otherwise or unless a person who sends a notice or communication and the intended recipient of the notice or communication agree otherwise, the recipient receives the notice or communication by electronic transmission:

(A) When the notice or communication enters an information processing system that the recipient uses to receive or has designated for receiving notices or communications from the person by electronic transmission;

(B) If the recipient can retrieve the notice or communication;

(C) If the notice or communication is in a form that the information processing system can process; and

(D) Even if the recipient or an employee or agent of the recipient is not aware of the electronic transmission.

(b) An acknowledgment of an electronic transmission from an information processing system establishes that the information processing system received the electronic transmission but does not alone establish that the content of the electronic transmission that was sent corresponds to the content of the electronic transmission that the information processing system received.

(7)(a) A notice is effective only if the notice is communicated in a comprehensible form.

(b) Unless a domestic or foreign corporation’s articles of incorporation or bylaws provide otherwise or unless a person who sends a notice or communication and the intended recipient of the notice or communication agree otherwise, the notice or communication is delivered and effective on the earliest of the following dates or times:

(A) On the date and at the time the recipient actually receives a tangible copy of the notice or communication, or on the date and at the time the person that sends the notice or communication, or an agent of the person, leaves a tangible copy of the notice or communication at:

(i) A shareholder’s address, as shown in the record described in ORS § 60.771 (3);

(ii) A director’s residence address or business address, as shown in the list described in ORS § 60.771 (5)(f); or

(iii) The domestic or foreign corporation’s principal place of business;

(B) On the day the person that sends the notice or communication, or an agent of the person, deposits the notice or communication in the United States mail, if the notice or communication is postage prepaid and correctly addressed to a shareholder;

(C) Five days after the person that sends the notice or communication, or an agent of the person, deposits the notice or communication in the United States mail, if the notice or communication is postage prepaid and correctly addressed to a recipient who is not a shareholder, except that if a person sends a notice or communication by registered or certified mail, return receipt requested, the notice or communication is delivered and effective on the date on which the recipient actually received the notice or communication or on the date shown on the return receipt signed by the recipient or an agent of the recipient;

(D) As provided in subsection (6)(a)(A) of this section, if a person sends the notice or communication by electronic transmission; or

(E) On the date and at the time a person delivers the notice or communication to the recipient orally.

(8) If this chapter requires a notice or communication in particular circumstances, the requirements in this chapter govern. If articles of incorporation or bylaws prescribe requirements for notices or communications that are consistent with this section or other provisions of this chapter, the requirements in the articles of incorporation or bylaws govern. [1987 c.52 § 14; 1989 c.1040 § 6; 2003 c.80 § 2; 2017 c.55 § 4]

[Repealed by 1953 c.549 § 138]

INCORPORATION