8 Del. C. § 232 — Delivery of notice; notice by electronic transmission [For application of this section, see 84 Del. Laws, c. 309, § 6]

# (a)

Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation under any provision of this chapter, the certificate of incorporation, or the bylaws may be given in writing directed to the stockholder’s mailing address (or by electronic transmission directed to the stockholder’s electronic mail address, as applicable) as it appears on the records of the corporation and shall be given:

A notice by electronic mail must include a prominent legend that the communication is an important notice regarding the corporation.

# (b)

Without limiting the manner by which notice otherwise may be given effectively to stockholders, but subject to subsection (e) of this section, any notice to stockholders given by the corporation under any provision of this chapter, the certificate of incorporation, or the bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice or electronic transmission to the corporation. A corporation may give a notice by electronic mail in accordance with subsection (a) of this section without obtaining the consent required by this subsection.

# (c)

Notice given pursuant to subsection (b) of this section shall be deemed given:

# (d)

For purposes of this chapter:

# (e)

Notwithstanding the foregoing, a notice may not be given by an electronic transmission from and after the time that:

# (f)

An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

# (g)

If a notice is given pursuant to paragraph (a)(1) or (a)(2) of this section, each document enclosed with the notice or annexed or appended to the notice shall be deemed part of the notice solely for purposes of determining whether notice was duly given under this title, the certificate of incorporation or bylaws.

# (h)

No provision of this section, except for paragraphs (a)(1), (d)(2) and (d)(3) of this section, shall apply to § 164, § 296, § 311, § 312, or § 324 of this title.