DOCUMENT FORM, SIGNATURE AND DELIVERY

1. A. Except as provided in subsection B of this section, without limiting the manner in which any act or transaction may be documented, or the manner in which a document may be signed or delivered:

   1. 1. Any act or transaction contemplated or governed by this title or the certificate of incorporation or bylaws may be provided for in a document, and an electronic transmission shall be deemed the equivalent of a written document. “Document” means (i) any tangible medium on which information is inscribed, and includes handwritten, typed, printed or similar instruments, and copies of such instruments and (ii) an electronic transmission;
   2. 2. Whenever Section 1001 et seq. of this title or the certificate of incorporation or bylaws requires or permits a signature, the signature may be a manual, facsimile, conformed or electronic signature. “Electronic signature” means an electronic symbol or process that is attached to, or logically associated with, a document and executed or adopted by a person with an intent to authenticate or adopt the document. A person may execute a document with that person’s signature; and

   3. 3. Unless otherwise agreed between the sender and recipient and in the case of a proxy or consent given by or on behalf of a shareholder subject to the requirements set forth in paragraphs 2 and 3 of subsection C of Section 1057 and subsection C of Section 1073 of this title, respectively, an electronic transmission shall be deemed delivered to a person for purposes of this title and the certificate of incorporation and bylaws when it enters an information processing system that the person has designated for the purpose of receiving electronic transmissions of the type delivered, so long as the electronic transmission is in a form capable of being processed by that system and such person is able to retrieve the electronic transmission. Whether a person has so designated an information processing system is determined by the certificate of incorporation, the bylaws or from the context and surrounding circumstances including the parties’ conduct. An electronic transmission is delivered under this section even if no person is aware of its receipt. Receipt of an electronic acknowledgement from an information processing system establishes that an electronic transmission was received but, by itself, does not establish that the content sent corresponds to the content received.

      Section 1001 et seq. of this title shall not prohibit one or more persons from conducting a transaction in accordance with the Uniform Electronic Transactions Act so long as the part or parts of the transaction that are governed by Section 1001 et seq. of this title are documented, signed and delivered in accordance with this subsection or otherwise in accordance with Section 1001 et seq. of this title. This subsection shall apply solely for purposes of determining whether an act or transaction has been documented, and the document has been signed and delivered, in accordance with Section 1001 et seq. of this title, the certificate of incorporation and the bylaws.

2. B. Subsection A of this section shall not apply to:

   1. 1. A document filed with or submitted to the Secretary of State or a court or other judicial or governmental body of this state;
   2. 2. A document comprising part of the stock ledger;
   3. 3. A certificate representing a security;

   4. 4. Any document expressly referenced as a notice or waiver of notice by Section 1001 et seq. of this title, the certificate of incorporation or bylaws;

      5.A ballot to vote on actions at a meeting of shareholders; and

   5. 6. An act or transaction effected pursuant to Section 1100.1 of this title.

      The provisions of this subsection shall not create any presumption about the lawful means to document a matter addressed by this subsection, or the lawful means to sign or deliver a document addressed by this subsection. No provision of the certificate of incorporation or bylaws shall limit the application of subsection A of this section except for a provision that expressly restricts or prohibits the use of an electronic transmission or electronic signature or any form thereof, or expressly restricts or prohibits the delivery of an electronic transmission to an information processing system.

3. C. In the event that any provision of Section 1001 et seq. of this title is deemed to modify, limit or supersede the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sections 7001 et seq., the provisions of Section 1001 et seq. of this title shall control to the fullest extent permitted by Section 7002(a)(2) of such act.

Laws 2021, SB 228, c. 51, § 2, eff. November 1, 2021; Amended by Laws 2024, SB 620, c. 120, § 13, eff. November 1, 2024 (superseded document available).