Montana Code 35-14-146. Defective corporate actions
35-14-146. Defective corporate actions. (1) A defective corporate action is not void or voidable if ratified in accordance with 35-14-147 or validated in accordance with 35-14-152.
Terms Used In Montana Code 35-14-146
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
(2)Ratification under 35-14-147 or validation under 35-14-152 may not be considered the exclusive means of ratifying or validating a defective corporate action, and the absence or failure of ratification in accordance with 35-14-145 through 35-14-152 does not, of itself, affect the validity or effectiveness of any corporate action properly ratified under common law or otherwise or create a presumption that any corporate action is or was a defective corporate action or is void or voidable.
(3)In the case of an overissue, putative shares are valid shares effective as of the date originally issued or purportedly issued on:
(a)the effectiveness under 35-14-145 through 35-14-152 and under part 10 of this chapter of an amendment to the articles of incorporation authorizing, designating, or creating the shares; or
(b)the effectiveness of any other corporate action under 35-14-145 through 35-14-152 ratifying the authorization, designation, or creation of the shares.