§ 108. When notice or lapse of time unnecessary; notices dispensed with

when delivery is prohibited.

(a) Whenever, under this chapter or the certificate of incorporation
or by-laws of any corporation or by the terms of any agreement or
instrument, a corporation or the board or any committee thereof is
authorized to take any action after notice to any person or persons or
after the lapse of a prescribed period of time, such action may be taken
without notice and without the lapse of such period of time, if at any
time before or after such action is completed the person or persons
entitled to such notice or entitled to participate in the action to be
taken or, in the case of a shareholder, by his attorney-in-fact, submit
a signed waiver of notice of such requirements.

(b) Whenever any notice or communication is required to be given to
any person by this chapter, the certificate of incorporation or by-laws,
or by the terms of any agreement or instrument, or as a condition
precedent to taking any corporate action and communication with such
person is then unlawful under any statute of this state or of the United
States or any regulation, proclamation or order issued under said
statutes, then the giving of such notice or communication to such person
shall not be required and there shall be no duty to apply for license or
other permission to do so. Any affidavit, certificate or other
instrument which is required to be made or filed as proof of the giving
of any notice or communication required under this chapter shall, if
such notice or communication to any person is dispensed with under this
paragraph, include a statement that such notice or communication was not
given to any person with whom communication is unlawful. Such affidavit,
certificate or other instrument shall be as effective for all purposes
as though such notice or communication had been personally given to such
person.

(c) Whenever any notice or communication is required or permitted by
this chapter to be given by mail, it shall, except as otherwise
expressly provided in this chapter, be mailed to the person to whom it
is directed at the address designated by him for that purpose or, if
none is designated, at his last known address. Such notice or
communication is given when deposited, with postage thereon prepaid, in
a post office or official depository under the exclusive care and
custody of the United States post office department. Such mailing shall
be by first class mail except where otherwise required by this chapter.