(a) In a membership nonprofit corporation, unless member approval is required under Section 10A-3A-1.22(c), prompt notice of an action taken under Section 10A-3A-1.22 shall be given to each holder of a valid and putative membership interest in the membership nonprofit corporation, regardless of whether entitled to vote, as of:

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Terms Used In Alabama Code 10A-3A-1.24

  • 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.
(i) the date of the action by the board of directors; and
(ii) the date of the defective corporate action ratified, provided that notice shall not be required to be given to holders of a valid and putative membership interest whose identities or addresses for notice cannot be determined from the records of the nonprofit corporation.
(b) The notice set forth in subsection (a) must contain:

(i) either a copy of the action taken by the board of directors in accordance with Section 10A-3A-1.22(a) or (b) or the information required by Section 10A-3A-1.22(a)(1) through (a)(4) or Section 10A-3A-1.22(b)(1) through (b)(3), as applicable; and
(ii) a statement that any claim that the ratification of the defective corporate action and any putative membership interest issued as a result of the defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought within 120 days from the applicable validation effective time.
(c) In a membership nonprofit corporation, no notice under this section is required with respect to any action required to be submitted to members for approval under Section 10A-3A-1.22(c) if notice is given in accordance with Section 10A-3A-1.24(b).
(d) A notice required by this section may be given in any manner permitted by Section 10A-3A-1.03.
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