2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 11 - GENERAL PROVISIONS (§§ 48-11-101 — 48-11-402) › Part 2 - DEFINITIONS AND NOTICE (§§ 48-11-201 — 48-11-203) › Section 48-11-202 - General notice requirements

(a)
Notice under chapters 11-27 of this title must be in writing unless oral notice is reasonable in the circumstances and not prohibited by the charter or bylaws. Unless otherwise agreed between the sender and the recipient, words in a notice or other communication under chapters 11-27 of this title must be in English.
(b)
A notice or other communication may be given or sent by any method of delivery, except that electronic transmissions must be in accordance with this section. If these methods of delivery are impracticable, a notice or other communication may be communicated by a newspaper of general circulation in the area where published, or by radio, television, or other form of public broadcast communication.
(c)
Notice or other communication to a domestic or foreign corporation (authorized to transact business in this state) may be delivered to its registered agent at its registered office (or to a designated mailing address such as a post office box if the United States postal service does not deliver to the registered agent's registered office) or to the secretary of the corporation at its principal office shown in its most recent annual report (or to a designated mailing address such as a post office box if the United States postal service does not deliver to the corporation's principal office) or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority.
(d)
Notice or other communications may be delivered by electronic transmission if consented to by the recipient or if authorized by subsection (j).
(e)
(1)
Any consent under subsection (d) may be revoked by the person who consented by written or electronic notice to the person to whom the consent was delivered. Any such consent is deemed revoked if:
(A)
The corporation is unable to deliver two (2) consecutive electronic transmissions 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 to the transfer agent, or other person responsible for the giving of notice or other communication.
(2)
The inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.
(f)
Unless otherwise agreed between the sender and the recipient, an electronic transmission is received when:
(1)
It enters an information processing system that the recipient has designated or uses for the purposes of receiving electronic transmissions or information of the type sent, and from which the recipient is able to retrieve the electronic transmission; and
(2)
It is in a form capable of being processed by that system.
(g)
Receipt of an electronic acknowledgement from an information processing system described in subdivision (f)(1) establishes that an electronic transmission was received but, by itself, does not establish that the content sent corresponds to the content received.
(h)
An electronic transmission is received under this section even if no individual is aware of its receipt.
(i)
Notice or other communication, if in a comprehensible form or manner, is effective at the earliest of the following:
(1)
If in a physical form, the earliest of when it is actually received, or when it is left at:
(A)
A shareholder's address shown on the corporation's record of shareholders maintained by the corporation under §
48-26-101(c)
;
(B)
A director's residence or usual place of business; or
(C)
The corporation's principal place of business;
(2)
If mailed first class postage prepaid and correctly addressed to a shareholder, upon deposit in the United States mail;
(3)
If mailed by United States mail postage prepaid and correctly addressed to a recipient other than a shareholder, the earliest of when it is actually received, or:
(A)
If sent by registered or certified mail, return receipt requested, the date shown on the return receipt signed by or on behalf of the addressee; or
(B)
Five (5) days after it is deposited in the United States mail;
(4)
If an electronic transmission, when it is received as provided in subsection (f); or
(5)
If oral, when communicated, if communicated in a comprehensible manner.
(j)
A notice or other communication may be in the form of an electronic transmission that cannot be directly reproduced in paper form by the recipient through an automated process used in conventional commercial practice only if:
(1)
The electronic transmission is otherwise retrievable in perceivable form; and
(2)
The sender and the recipient have consented in writing to the use of such form of electronic transmission.
(k)
If chapters 11-27 of this title prescribe requirements for notices or other communications in particular circumstances, those requirements govern. If the charter or bylaws prescribe requirements for notices or other communications, not inconsistent with this section or other provisions of chapters 11-27 of this title, those requirements govern. The charter or bylaws may authorize or require delivery of notices of meetings of directors by electronic transmission.
Acts 1986, ch. 887, § 1.21; 1987, ch. 273, §§ 5, 6; 1994, ch. 776, § 3; 2012, ch. 1051, § 7.