§ 605. Notice of meetings of shareholders.

(a) Whenever under the provisions of this chapter shareholders are
required or permitted to take any action at a meeting, notice shall be
given stating the place, date and hour of the meeting, the means of
electronic communications, if any, by which shareholders and
proxyholders may participate in the proceedings of the meeting and vote
or grant proxies at such meeting and, unless it is the annual meeting,
indicating that it is being issued by or at the direction of the person
or persons calling the meeting. Notice of a special meeting shall also
state the purpose or purposes for which the meeting is called. Notice of
any meeting of shareholders may be written or electronic. If, at any
meeting, action is proposed to be taken which would, if taken, entitle
shareholders fulfilling the requirements of section 623 (Procedure to
enforce shareholder's right to receive payment for shares) to receive
payment for their shares, the notice of such meeting shall include a
statement of that purpose and to that effect and shall be accompanied by
a copy of section 623 or an outline of its material terms. Notice of any
meeting shall be given not fewer than ten nor more than sixty days
before the date of the meeting, provided, however, that such notice may
be given by third class mail not fewer than twenty-four nor more than
sixty days before the date of the meeting, to each shareholder entitled
to vote at such meeting. If mailed, such notice is given when deposited
in the United States mail, with postage thereon prepaid, directed to the
shareholder at the shareholder's address as it appears on the record of
shareholders, or, if the shareholder shall have filed with the secretary
of the corporation a request that notices to the shareholder be mailed
to some other address, then directed to him at such other address. If
transmitted electronically, such notice is given when directed to the
shareholder's electronic mail address as supplied by the shareholder to
the secretary of the corporation or as otherwise directed pursuant to
the shareholder's authorization or instructions. An affidavit of the
secretary or other person giving the notice or of a transfer agent of
the corporation that the notice required by this section has been given
shall, in the absence of fraud, be prima facie evidence of the facts
therein stated.

(b) When a meeting is adjourned to another time or place, it shall not
be necessary, unless the by-laws require otherwise, to give any notice
of the adjourned meeting if the time and place to which the meeting is
adjourned and the means of electronic communications, if any, by which
shareholders and proxyholders may participate in the proceedings of the
meeting and/or vote or grant proxies at the meeting are announced at the
meeting at which the adjournment is taken, and at the adjourned meeting
any business may be transacted that might have been transacted on the
original date of the meeting. However, if after the adjournment the
board fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given to each shareholder of record on the
new record date entitled to notice under paragraph (a).

(c) Nothing required in paragraphs (a) and (b) of this section shall
limit, restrict or supersede other forms of voting and participation.