10-19.1-01.2. Knowledge and notice

10-19.1-01.2. Knowledge and notice

1. A person knows or has knowledge of a fact if the person has actual knowledge of it. A

person does not know or have knowledge of a fact merely because the person has

reason to know or have knowledge of the fact.

2. A person has notice of a fact if the person:

a. Knows of the fact;

b. Has received notice of the fact as provided in subsection 39 of section

10-19.1-01;

c. Has reason to know the fact exists from all of the facts known to the person at the

time in question; or

d. Has notice of it under subsection 3.

3. Subject to subsection 8, a person has notice of:

a. The intention of a corporation to dissolve, ninety days after the effective date of

the filed notice of intent to dissolve;

b. The dissolution of a corporation, ninety days after the effective date of the filed

articles of dissolution;

c. The conversion of a corporation, ninety days after the effective date of the filed

articles of conversion; or

d. The merger of a corporation, ninety days after the effective date of the filed

articles of merger.

4. A person notifies or gives a notification to another person by taking the steps provided

in subsection 39 of section 10-19.1-01, whether or not the other person learns of it.

5. A person receives a notification as provided in subsection 39 of section 10-19.1-01.

6. Except as otherwise provided in subsection 7 and except as otherwise provided in

subsection 39 of section 10-19.1-01, a person other than an individual knows, has

notice, or receives a notification of a fact for purposes of a particular transaction when

the individual conducting the transaction for the person knows, has notice, or receives

a notification of the fact, or in any event when the fact would have been brought to the

attention of the individual if the person had exercised reasonable diligence.

a. A person other than an individual exercises reasonable diligence if it maintains

reasonable routines for communicating significant information to the individual

conducting the transaction for the person and there is reasonable compliance

with the routines.

b. Reasonable diligence does not require an individual acting for the person to

communicate information unless the communication is part of the regular duties

of the individual or the individual has reason to know of the transaction and that

the transaction would be materially affected by the information.

7. Knowledge, notice, or receipt of a notification of a fact relating to the corporation by an

officer or director is effective immediately as knowledge of, notice to, or receipt of a

notification by the corporation, except in the case of a fraud on the corporation

committed by or with the consent of the officer or director. Knowledge, notice, or

receipt of a notification of a fact relating to the corporation by a shareholder who is not

an officer or director, is not effective as knowledge by, notice to, or receipt of a

notification by the corporation.

8. Notice otherwise effective under subsection 3 does not affect the power of a person to

transfer real property held in the name of a corporation unless at the time of transfer a

certified copy of the relevant statement, amendment, or articles, as filed with the

secretary of state, has been recorded in the office of the county recorder in the county

in which the real property affected by the statement, amendment, or articles is located.

9. With respect to notice given by a form of electronic communication:

a. Consent by an officer or director to notice given by electronic communication may

be given in writing or by authenticated electronic communication. The corporation

is entitled to rely on any consent so given until revoked by the officer or director.

However, no revocation affects the validity of any notice given before receipt by

the corporation of revocation of the consent.

communication:

a. Consent by an officer or director to notice given by electronic communication may

be given in writing or by authenticated electronic communication. The corporation

is entitled to rely on any consent so given until revoked by the officer or director.

However, no revocation affects the validity of any notice given before receipt by

the corporation of revocation of the consent.

b. An affidavit of an officer or director or an authorized agent of the corporation, that

the notice has been given by a form of electronic communication is, in the

absence of fraud, prima facie evidence of the facts stated in the affidavit.