Title 7
Corporations, Associations, and Partnerships

Chapter 1.2
Rhode Island Business Corporation Act

Part 7

R.I. Gen. Laws § 7-1.2-702

§ 7-1.2-702. Notice to shareholders.

(a) Any notice to shareholders given by the corporation under any provision of this chapter, the articles of incorporation or the bylaws is effective if given in writing, or by facsimile or a form of electronic transmission consented to by the shareholder to whom the notice is given. Any consent to alternative notice is revocable by the shareholder by written notice to the corporation. Any consent to alternative notice is deemed revoked if:

(1) The corporation is unable to deliver by facsimile or electronic transmission two (2) consecutive notices given by the corporation in accordance with such consent; and

(2) Such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation does not invalidate the action.

(b) If mailed, the notice is deemed to be delivered when deposited in the United States mail addressed to the shareholder at his or her address as it appears on the stock transfer books of the corporation, with prepaid postage on the mail.

(c) In the case of any corporation which has fifty (50) or more shareholders of record, if two (2) successive notices, reports or other communications addressed to a shareholder of the corporation at the address of the shareholder appearing on the books of the corporation have been returned to the corporation by the United States postal service marked to indicate that the United States postal service is unable to deliver the notices, reports or other communications to the shareholder at the address, all future notices, reports or other communications are deemed to have been given without further mailing if they are available for the shareholder upon written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice, report, or other communication to other shareholders.

(d) A shareholder may waive any notice required by this section, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.