consent. ELECTRONIC NOTICE; EFFECTIVENESS; REVOCATION OF CONSENT A. Without limiting the manner of which notice otherwise may be given effectively to shareholders, any notice to shareholders given by the corporation under any provision of the Oklahoma General Corporation Act, the certificate of incorporation, or the bylaws may be given in writing directed to the shareholder’s mailing address or by electronic transmission directed to the shareholder’s electronic mail address, as applicable, as it appears on the records of the corporation, and shall be given: 1. If mailed, when the notice is deposited with the United States Postal Service, postage prepaid; 2. If delivered by courier service, the earlier of when the notice is received or left at the shareholder’s address; or 3. If given by electronic mail, when directed to such shareholder’s electronic mail address unless the shareholder has notified the corporation in writing or by electronic transmission of an objection to receiving notice by electronic mail, or if such notice is prohibited by subsection E of this section. 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 shareholders, but subject to subsection E of this section, any notice to shareholders given by the corporation under any provision of this title, the certificate of incorporation, or the bylaws shall be effective if given by a form of electronic transmission consented to by the shareholder to whom the notice is given. Any such consent shall be revocable by the shareholder 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 A of this section shall be deemed given if by: 1. Facsimile telecommunication, when directed to a number at which the shareholder has consented to receive notice; 2. A posting on an electronic network together with separate notice to the shareholder of the specific posting, upon the later of: a. the posting, and b. the giving of the separate notice; and 3. Any other form of electronic transmission, when directed to the shareholder. D. Notwithstanding the provisions of this section, a notice may not be given by an electronic transmission from and after the time that: 1. The corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation; and 2. The inability becomes known to the secretary or 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 discover such inability shall not invalidate any meeting or other action. E. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein. F. For purposes of the Oklahoma General Corporation Act: 1. “Electronic mail” means an electronic transmission directed to a unique electronic mail address. Electronic mail shall be deemed to include any files attached thereto and any information hyperlinked to a website if such electronic mail includes the contact information of an officer or agent of the corporation who is available to assist with accessing such files and information; 2. “Electronic mail address” means a destination, commonly expressed as a string of characters, consisting of a unique user name or mailbox, commonly referred to as the local part of the address, and a reference to an internet domain, commonly referred to as the domain part of the address, whether or not displayed, to which electronic mail can be sent or delivered; and 3. “Electronic transmission” means any form of communication, not directly involving the physical transmission of paper including the use of, or participation in, one or more electronic networks or databases including one or more distributed electronic networks or databases, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process. G. No provision of this section, except for paragraph 1 of subsection A or paragraphs 1 and 2 of subsection D of this section, shall apply to Sections 1045, 1111, 1119, or 1123 of this title.
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