The Vermont Statutes Online

Title 11A : Vermont Business Corporations

Chapter 001 : General Provisions

Subchapter 004 : Definitions

• § 1.41. Notice

  (a) Notice under this title must be in writing unless oral notice is authorized in the bylaws of the corporation and is reasonable under the circumstances.

  (b) Notice may be communicated in person; by telephone, voice mail, telegraph, teletype, facsimile, or other form of wire, wireless, or electronic communication; or by mail or private carrier or other method of delivery. If these forms of personal notice are impracticable, notice 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 to shareholders. Written notice by a domestic or foreign corporation to its shareholder, if in a comprehensible form, is effective when:

  (1) mailed first class postpaid and correctly addressed to the shareholder’s address as shown in the corporation’s current record of shareholders; or

  (2) electronically transmitted to the shareholder in a manner authorized by the shareholder.

  (d) Notice to corporations. Written notice to a domestic or foreign corporation (authorized to transact business in this State) may be addressed to:

  (1) its registered agent at its registered office;

  (2) the corporation or its secretary at its principal office shown in its most recent annual report; or

  (3) in the case of a foreign corporation that has not yet delivered an annual report, the corporation or its secretary at its principal office shown in its application for a certificate of authority.

  (e) Except as provided in subsection (c) of this section, written notice, if in a comprehensible form, is effective at the earliest of the following:

  (1) when received;

  (2) five days after its deposit in the U.S. mail, as evidenced by the postmark, if mailed postpaid and correctly addressed;

  (3) 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.

  (f) Oral notice is effective when communicated if communicated in a comprehensible manner.

  (g) If this title prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements, not inconsistent with this section or other provisions of this title, those requirements govern. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 84, eff. June 6, 2008.)