10A-2A-1.49
Section 10A-2A-1.49 Notice requirements. (a) Unless stockholder approval is required under
Section 10A-2A-1.47(c), prompt notice of an action taken under Section 10A-2A-1.47 shall be
given to each holder of valid and putative stock, regardless of whether entitled to vote,
as of (i) the date of such 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 valid and putative stock whose identities or addresses for notice cannot be determined
from the records of the corporation. (b) The notice must contain (i) either a copy of the
action taken by the board of directors in accordance with Section 10A-2A-1.47(a) or (b) or
the information required by Section 10A-2A-1.47(a)(1) through (a)(4) or Section 10A-2A-1.47(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 stock issued as a result of...
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10A-2A-1.48
Section 10A-2A-1.48 Action on ratification. (a) The quorum and voting requirements applicable
to a ratifying action by the board of directors under Section 10A-2A-1.47(a) shall be the
quorum and voting requirements applicable to the corporate action proposed to be ratified
at the time such ratifying action is taken. (b) If the ratification of the defective corporate
action requires approval by the stockholders under Section 10A-2A-1.47(c), and if the approval
is to be given at a meeting, the corporation shall notify each holder of valid and putative
stock, regardless of whether entitled to vote, as of the record date for notice of the meeting
and as of the date of the occurrence of defective corporate action, provided that notice shall
not be required to be given to holders of valid or putative stock whose identities or addresses
for notice cannot be determined from the records of the corporation. The notice must state
that the purpose, or one of the purposes, of the meeting, is to...
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10A-2A-1.45
Section 10A-2A-1.45 Definitions. In this article: (1) "Corporate action" means any
action taken by or on behalf of the corporation, including any action taken by the incorporator,
the board of directors, a committee of the board of directors, an officer or agent of the
corporation or the stockholders. (2) "Date of the defective corporate action" means
the date (or the approximate date, if the exact date is unknown) the defective corporate action
was purported to have been taken. (3) "Defective corporate action" means (i) any
corporate action purportedly taken that is, and at the time such corporate action was purportedly
taken would have been, within the power of the corporation, but is void or voidable due to
a failure of authorization, and (ii) an overissue. (4) "Failure of authorization"
means the failure to authorize, approve, or otherwise effect a corporate action in compliance
with the provisions of this chapter, the certificate of incorporation or bylaws, a corporate
resolution,...
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41-16-27
Section 41-16-27 Manner of awarding contracts; records; exemptions. (a) When purchases are
required to be made through competitive bidding, award shall, except as provided in subsection
(f), be made to the lowest responsible bidder taking into consideration the qualities of the
commodities proposed to be supplied, their conformity with specifications, the purposes for
which required, the terms of delivery, transportation charges, and the dates of delivery,
provided, that the awarding authority may at any time within 30 days after the bids are opened
negotiate and award the contract to anyone, provided he or she secures a price at least five
percent under the low acceptable bid. The award of such a negotiated contract shall be subject
to approval by the Director of Finance and the Governor, except in cases where the awarding
authority is a two-year or four-year college or university governed by a board. The awarding
authority or requisitioning agency shall have the right to reject any...
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10A-2A-1.51
Section 10A-2A-1.51 Filings. (a) If the defective corporate action ratified under this Division
D of Article 1 would have required under any other section of this chapter a filing in accordance
with this chapter, then, regardless of whether a filing was previously made in respect of
such defective corporate action and in lieu of a filing otherwise required by this chapter,
the corporation shall file a certificate of validation in accordance with this section, and
that certificate of validation shall serve to amend or substitute for any other filing with
respect to such defective corporate action required by this chapter. (b) The certificate of
validation must set forth: (1) the defective corporate action that is the subject of the certificate
of validation (including, in the case of any defective corporate action involving the issuance
of putative stock, the number and type of shares of putative stock issued and the date or
dates upon which that putative stock was purported to have...
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10A-2A-1.46
Section 10A-2A-1.46 Defective corporate actions. (a) A defective corporate action shall not
be void or voidable if ratified in accordance with Section 10A-2A-1.47 or validated in accordance
with Section 10A-2A-1.52. (b) Ratification under Section 10A-2A-1.47 or validation under Section
10A-2A-1.52 shall not be deemed to be the exclusive means of ratifying or validating any defective
corporate action, and the absence or failure of ratification in accordance with this article
shall not, of itself, affect the validity or effectiveness of any corporate action properly
ratified under common law or otherwise, nor shall it create a presumption that any such corporate
action is or was a defective corporate action or void or voidable. (c) In the case of an overissue,
putative stock shall be valid stock effective as of the date originally issued or purportedly
issued upon: (1) the effectiveness under this article and under Article 10 of an amendment
to the certificate of incorporation...
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10A-2A-1.47
Section 10A-2A-1.47 Ratification of defective corporate actions. (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-2A-1.48, stating: (1) the defective corporate action
to be ratified and, if the defective corporate action involved the issuance of putative stock,
the number and type of shares of putative stock 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 corporation under
Section 10A-2A-2.04(a)(2), a majority of the persons who,...
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10A-2A-1.50
Section 10A-2A-1.50 Effect of ratification. From and after the validation effective time, and
without regard to the 120-day period during which a claim may be brought under Section 10A-2A-1.52:
(a) Each defective corporate action ratified in accordance with Section 10A-2A-1.47 shall
not be void or voidable as a result of the failure of authorization identified in the action
taken under Section 10A-2A-1.47(a) or (b) and shall be deemed a valid corporate action effective
as of the date of the defective corporate action; (b) The issuance of each share of putative
stock or fraction of a share of putative stock purportedly issued pursuant to a defective
corporate action identified in the action taken under Section 10A-2A-1.47 shall not be void
or voidable, and each such share of putative stock or fraction of a share of putative stock
shall be deemed to be an identical share of stock or fraction of a valid share of stock as
of the time it was purportedly issued; and (c) Any corporate action...
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37-11A-1
Section 37-11A-1 Execution and text of compact. The Governor, on behalf of this state, shall
execute a compact, in substantially the following form, with the State of Mississippi, and
the Legislature approves and ratifies the compact in the form substantially as follows: Northeast
Mississippi - Northwest Alabama Railroad Authority Compact. The contracting states solemnly
agree: Article I. The purpose of this compact is to promote and develop trade, commerce, industry,
and employment opportunities for the public good and welfare in northeast Mississippi and
northwest Alabama through the establishment of a joint interstate authority to acquire certain
railroad properties and facilities which the operator thereof has notified the Interstate
Commerce Commission of an intention to abandon and which are located in any of Franklin, Marion,
or Winston Counties, Alabama or in Alcorn or Tishomingo Counties, Mississippi. Article II.
This compact shall become effective immediately as to the State...
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10A-2A-1.52
Section 10A-2A-1.52 Judicial proceedings regarding validity of corporate actions. (a) Upon
application by the corporation, any successor entity to the corporation, a director of the
corporation, any stockholder, beneficial stockholder or unrestricted voting trust beneficial
owner of the corporation, including any stockholder, beneficial stockholder or unrestricted
voting trust beneficial owner as of the date of the defective corporate action ratified under
Section 10A-2A-1.47, or any other person claiming to be substantially and adversely affected
by a ratification under Section 10A-2A-1.47, the designated court, and if none, the circuit
court for the county in which the corporation's principal office is located in this state,
and if none in this state, the circuit court for the county in which the corporation's most
recent registered office, is located, may: (1) determine the validity and effectiveness of
any corporate action or defective corporate action; (2) determine the validity...
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