Sec. 21.903. RATIFICATION OF DEFECTIVE CORPORATE ACT; ADOPTION OF RESOLUTION. (a) To ratify a defective corporate act, the board of directors of the corporation shall adopt a resolution stating:
(1) the defective corporate act to be ratified;
(2) the time of the defective corporate act;
(3) if the defective corporate act involved the issuance of putative shares, the number and type of putative shares issued and the date or dates on which the putative shares were purportedly issued;
(4) the nature of the failure of authorization with respect to the defective corporate act to be ratified; and
(5) that the board of directors approves the ratification of the defective corporate act.
(b) The resolution may also state that, notwithstanding the adoption of the resolution by the shareholders, the board of directors may, at any time before the validation effective time, abandon the resolution without further shareholder action.
Added by Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860), Sec. 30, eff. September 1, 2015.
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