Iowa SSB 3083: A bill for an act relating to corporations by providing for the use of electronic mail and other electronic transmissions, and shareholders’ lists.(See SF 2303.)

Bill Text

Senate Study Bill 3083 - Introduced
SENATE FILE _____
BY (PROPOSED COMMITTEE
ON JUDICIARY BILL BY
CHAIRPERSON ZAUN)
A BILL FOR
An Act relating to corporations by providing for the use of1
electronic mail and other electronic transmissions, and2
shareholders’ lists.3
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF IOWA:4
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DIVISION I1
SHAREHOLDER NOTICES, LISTS, AND RECORDS2
Section 1. Section 490.140, Code 2022, is amended by adding3
the following new subsections:4
NEW SUBSECTION. 12A. “Electronic mail” means an electronic5
transmission directed to a unique electronic mail address.6
NEW SUBSECTION. 12B. “Electronic mail address” means a7
destination, commonly expressed as a string of characters,8
consisting of a unique user name or mailbox, commonly referred9
to as the “local part” of the address, and a reference to an10
internet domain, commonly referred to as the “domain part” of11
the address, whether or not displayed, to which electronic mail12
may be sent or delivered.13
Sec. 2. Section 490.141, Code 2022, is amended to read as14
follows:15
490.141 Notices and other communications.16
1. A notice under this chapter must be in writing unless17
oral notice is reasonable in the circumstances. Unless18
otherwise agreed between the sender and the recipient, words19
in a notice or other communication under this chapter must be20
in English.21
2. A notice or other communication may be given by22
any method of delivery, except that a notice or other23
communication by electronic transmissions transmission must be24
in accordance with this section. If the methods of delivery25
are impracticable, a notice or other communication from a26
corporation may be given by means of a broad nonexclusionary27
distribution to the public, which may include a newspaper28
of general circulation in the area where published; radio,29
television, or other form of public broadcast communication;30
or other methods of distribution that the corporation has31
previously identified to its shareholders.32
3. A notice or other communication to a domestic corporation33
or to a registered foreign corporation registered to do34
business in this state may be delivered to the corporation’s35
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registered agent at its registered office or to the secretary1
at the corporation’s principal office shown in its most recent2
biennial report required by section 490.1621 or, in the case3
of a foreign corporation that has not yet delivered a biennial4
report, in its foreign registration statement.5
4. A notice or other communication from a corporation6
to a shareholder may be delivered by electronic mail to the7
electronic mail address for a shareholder required to be8
included in the record of shareholders maintained pursuant9
to section 490.1601, subsection 4, unless the shareholder10
has previously notified the corporation in writing that11
the shareholder objects to receiving notices and other12
communication by electronic mail. Any notice or other13
communication may be delivered to a shareholder by another form14
of electronic transmission if consented to by the shareholder15
or if authorized by subsection 10. Any notice or other16
communication from the corporation to any other person may be17
delivered by electronic transmission if consented to by the18
recipient or if authorized by subsection 10.19
5. Any consent given under this subsection 4 or subsection20
10 may be revoked with respect to future notices or21
communications by the person who consented by giving written22
or electronic notice to the person to whom the consent was23
delivered. Any such consent is deemed revoked24
5. A notice or other communication shall no longer be25
delivered to an electronic mail address or other electronic26
transmission address pursuant to subsection 4, if all of the27
following apply:28
a. The corporation is unable to deliver two consecutive29
electronic transmissions given by the corporation in30
accordance with such consent receives notice from the31
information processing system into which such notice or other32
communication was entered that two consecutive notices or33
other communications given by electronic transmission have34
not been delivered to the electronic mail address or other35
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electronic transmission address to which such notice or other1
communication was directed.2
b. Such inability notice of nondelivery becomes known to the3
secretary, or an assistant secretary or to the transfer agent,4
or other another person responsible for the giving of notice5
notices or other communications for the corporation; provided,6
however, that the inadvertent failure to treat such inability7
as a revocation recognize such notice of nondelivery as a8
cessation of authority to provide a shareholder with notice9
by electronic mail or other electronic transmission shall not10
invalidate any meeting or other action.11
6. Unless oth