Texas Business Organizations Code

§ 22.503 — RATIFICATION OF DEFECTIVE CORPORATE ACT; ADOPTION OF RESOLUTIONS

BO § 22.503Title 2. CORPORATIONS · Ch. 22. NONPROFIT CORPORATIONS · Art. J. RATIFICATION OF DEFECTIVE CORPORATE ACTS; PROCEEDINGS

Statute text

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(a)To ratify one or more defective corporate acts, the board of directors of the corporation shall adopt resolutions stating:

(1)the defective corporate act or acts to be ratified;

(2)the date of each defective corporate act;

(3)the nature of the failure of authorization with respect to each defective corporate act to be ratified; and

(4)that the board of directors approves the ratification of the defective corporate act or acts.

(b)If the corporation has members with voting rights, a resolution may also state that, notwithstanding member approval of the ratification of a defective corporate act that is a subject of the resolution, the board of directors may, with respect to the defective corporate act, abandon the ratification of the defective corporate act at any time before the validation effective time without further member action.

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Legislative history

Added by Acts 2019, 86th Leg., R.S., Ch. 664 (S.B. 1969), Sec. 1, eff. September 1, 2019.