P.R. Laws tit. 14, § 3659

2019-02-20 00:00:00+00
§ 3659. Exception to requirements of notice

(a) Whenever notice is required to be given, under any provision of this subtitle or of the certificate of incorporation or bylaws of any corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate under any of the other sections of this subtitle, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

(b) Notwithstanding any of the provisions of this subtitle, the certificate of incorporation or the bylaws of any corporation, it shall not be required to give notice to any stockholder or, if the corporation is a nonstock corporation, to any member, to whom:

(1) Notice of two (2) consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting has been given during the period between such two (2) annual meetings, or

(2) all, and at least two (2), payments (if sent by first-class mail) of dividends or interest on securities during a twelve (12)-month period, have been mailed to such person at his/her address as shown on the records of the corporation and have been returned undeliverable.

Any action or meeting which shall be taken or held without notice to such person shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to the corporation a written notice setting forth such person’s current address, the requirement that notice be given to such person shall be reinstated. In the event that the action taken by the corporation is such as to require the filing of a certificate under any of the other sections of this subtitle, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to this section.

(c) The exception in subsection (b)(1) of this section shall not be applicable to any notice returned as undeliverable if the notice was given by electronic transmission.

History —Dec. 16, 2009, No. 164, § 7.19.