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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10A-2A-3.04
Section 10A-2A-3.04 Lack of power to act. THIS SECTION WAS AMENDED BY ACT 2020-73 IN THE 2020
REGULAR SESSION, EFFECTIVE JANUARY 1, 2021. TO SEE THE AMENDED VERSION, SEE THE SECOND VERSION
LABELED PENDING. (a) Except as provided in subsection (b), the validity of corporate action
may not be challenged on the ground that the corporation lacks or lacked power to act. (b)
A corporation's power to act may be challenged: (1) in a proceeding by a stockholder against
the corporation to enjoin the act; (2) in a proceeding by the corporation, directly, derivatively,
or through a receiver, trustee, or other legal representative, against an incumbent or former
director, officer, employee, or agent of the corporation; or (3) in a proceeding by the Attorney
General under Section 10A-2A-14.10. (c) In a stockholder's proceeding under subsection (b)(1)
to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable
and if all affected persons are parties to the...
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10A-2A-7.24
Section 10A-2A-7.24 Acceptance of votes and other instruments. (a) If the name signed on a
vote, ballot, consent, waiver, stockholder demand, or proxy appointment corresponds to the
name of a stockholder, the corporation, if acting in good faith, is entitled to accept the
vote, ballot, consent, waiver, stockholder demand, or proxy appointment and give it effect
as the act of the stockholder. (b) If the name signed on a vote, ballot, consent, waiver,
stockholder demand, or proxy appointment does not correspond to the name of its stockholder,
the corporation, if acting in good faith, is nevertheless entitled to accept the vote, ballot,
consent, waiver, stockholder demand, or proxy appointment and give it effect as the act of
the stockholder if: (1) the stockholder is an entity and the name signed purports to be that
of an officer or agent of the entity; (2) the name signed purports to be that of an administrator,
executor, guardian, or conservator representing the stockholder and, if the...
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10A-2A-16.02
Section 10A-2A-16.02 Inspection rights of stockholders. (a) A stockholder of a corporation
is entitled to inspect and copy, during regular business hours at the corporation's principal
office, any of the records of the corporation described in Section 10A-2A-16.01(a), excluding
minutes of meetings of, and records of actions taken without a meeting by, the corporation's
board of directors and board committees established under Section 10A-2A-8.25, if the stockholder
gives the corporation a signed written notice of the stockholder's demand at least five business
days before the date on which the stockholder wishes to inspect and copy. (b) A stockholder
of a corporation is entitled to inspect and copy, during regular business hours at a reasonable
location specified by the corporation, any of the following records of the corporation if
the stockholder meets the requirements of subsection (c) and gives the corporation a signed
written notice of the stockholder's demand at least five...
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10A-2-7.24
Section 10A-2-7.24 Corporation's acceptance of votes. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
If the name signed on, or otherwise submitted by means of an electronic transmission with
respect to, a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder,
the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or
proxy appointment and give it effect as the act of the shareholder. (b) If the name signed
on, or otherwise submitted by means of an electronic transmission with respect to, a vote,
consent, waiver, or proxy appointment does not correspond to the name of its shareholder,
the corporation if acting in good faith is nevertheless entitled to accept the vote, consent,
waiver, or proxy appointment and give it effect as the act of the shareholder if: (1) The
shareholder is an entity and the name signed or otherwise submitted by means of...
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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-1.46
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-13.22
Section 10A-2A-13.22 Appraisal notice and form. (a) If a corporate action requiring appraisal
rights under Section 10A-2A-13.02(a) becomes effective, the corporation shall deliver a written
appraisal notice and form required by subsection (b) to all stockholders who satisfy the requirements
of Section 10A-2A-13.21(a), (b), or (c). In the case of a merger under Section 10A-2A-11.05,
the parent shall deliver an appraisal notice and form to all record stockholders who may be
entitled to assert appraisal rights. (b) The appraisal notice shall be delivered no earlier
than the date the corporate action specified in Section 10A-2A-13.02(a) became effective,
and no later than 10 days after that date, and must: (1) supply a form that (i) specifies
the first date of any announcement to stockholders made before the date the corporate action
became effective of the principal terms of the proposed corporate action, (ii) if the announcement
was made, requires the stockholder asserting appraisal...
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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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