(a) To ratify a defective corporate action under this section (other than the ratification of an election of the initial board of directors under subsection (b)), the board of directors shall take action ratifying the action in accordance with Section 10A-3A-1.23, stating:

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Terms Used In Alabama Code 10A-3A-1.22

  • certificate of incorporation: as used in this chapter is synonymous to the term certificate of formation used in Chapter 1. See Alabama Code 10A-3A-1.02
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • person: includes a corporation as well as a natural person. See Alabama Code 1-1-1
(1) the defective corporate action to be ratified and, if the defective corporate action involved the issuance of a putative membership interest, the number and types of putative membership interests purportedly issued;
(2) the date of the defective corporate action;
(3) the nature of the failure of authorization with respect to the defective corporate action to be ratified; and
(4) that the board of directors approves the ratification of the defective corporate action.
(b) In the event that a defective corporate action to be ratified relates to the election of the initial board of directors of the nonprofit corporation under Section 10A-3A-2.04(a)(2), a majority of the persons who, at the time of the ratification, are exercising the powers of directors may take an action stating:

(1) the name of the person or persons who first took action in the name of the nonprofit corporation as the initial board of directors of the nonprofit corporation;
(2) the earlier of the date on which those persons first took the action or were purported to have been elected as the initial board of directors; and
(3) that the ratification of the election of the person or persons as the initial board of directors is approved.
(c) If any provision of this chapter, the certificate of incorporation or bylaws, any corporate resolution, or any plan or agreement to which a membership nonprofit corporation is a party in effect at the time action under subsection (a) is taken requires member approval or would have required member approval at the date of the occurrence of the defective corporate action, the ratification of the defective corporate action approved in the action taken by the directors under subsection (a) shall be submitted to the members for approval in accordance with Section 10A-3A-1.23.
(d) If the certificate of incorporation of a nonprofit corporation in effect at the time action under subsection (a) is taken requires the approval of a person or group of persons specified in the certificate of incorporation or would have required approval of that person or group of persons at the date of the occurrence of the defective corporate action, the ratification of the defective corporate action approved in the action taken by the directors under subsection (a) shall be submitted to that person or group of persons for approval in accordance with Section 10A-3A-1.23.
(e) Unless otherwise provided in the action taken by the board of directors under subsection (a), after the action by the board of directors has been taken and, if required, approved in accordance with subsection (c) or subsection (d), the board of directors may abandon the ratification at any time before the validation effective time without further action of the members, if any, or the person or group of persons, if any, specified in the certificate of incorporation.
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