35-14-146. Defective corporate actions.
177 words·~1 min read·
/mt/title-35/chapter-14/part-1/35-14-146·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
35-14-146 . Defective corporate actions.
(1)A defective corporate action is not void or voidable if ratified in accordance with 35-14-147 or validated in accordance with 35-14-152 .
(2)Ratification under 35-14-147 or validation under 35-14-152 may not be considered the exclusive means of ratifying or validating a defective corporate action, and the absence or failure of ratification in accordance with 35-14-145 through 35-14-152 does not, of itself, affect the validity or effectiveness of any corporate action properly ratified under common law or otherwise or create a presumption that any corporate action is or was a defective corporate action or is void or voidable.
(3)In the case of an overissue, putative shares are valid shares effective as of the date originally issued or purportedly issued on:
(a)the effectiveness under 35-14-145 through 35-14-152 and under part 10 of this chapter of an amendment to the articles of incorporation authorizing, designating, or creating the shares; or
(b)the effectiveness of any other corporate action under 35-14-145 through 35-14-152 ratifying the authorization, designation, or creation of the shares.