Texas Business Organizations Code 22.503 – Ratification of Defective Corporate Act; Adoption of Resolutions
(a) To ratify one or more defective corporate acts, the board of directors of the corporation shall adopt resolutions stating:
(1) the defective corporate act or acts to be ratified;
(2) the date of each defective corporate act;
(3) the nature of the failure of authorization with respect to each defective corporate act to be ratified; and
(4) that the board of directors approves the ratification of the defective corporate act or acts.
(b) If the corporation has members with voting rights, a resolution may also state that, notwithstanding member approval of the ratification of a defective corporate act that is a subject of the resolution, the board of directors may, with respect to the defective corporate act, abandon the ratification of the defective corporate act at any time before the validation effective time without further member action.
Terms Used In Texas Business Organizations Code 22.503
- 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.
- Corporation: means an entity governed as a corporation under Title 2 or 7. See Texas Business Organizations Code 1.002
- Member: means :
(A) in the case of a limited liability company, a person who has become, and has not ceased to be, a member in the limited liability company as provided by its governing documents or this code;
(B) in the case of a nonprofit corporation, a person who has membership rights in the nonprofit corporation under its governing documents;
(C) in the case of a cooperative association, a member of a nonshare or share association;
(D) in the case of a nonprofit association, a person who has membership rights in the nonprofit association under its governing documents; or
(E) in the case of a professional association, a person who has membership rights in the professional association under its governing documents. See Texas Business Organizations Code 1.002
(c) If the management of the affairs of the corporation is vested in its members under § 22.202, the members of the corporation shall adopt resolutions stating:
(1) the defective corporate act or acts to be ratified;
(2) the date of each defective corporate act;
(3) the nature of the failure of authorization with respect to each corporate act to be ratified; and
(4) that the members approve the ratification of the defective corporate act or acts.