Section 10A-2A-8.27 Authorization of Agreements and Other Instruments.

(a) Whenever this chapter expressly requires the board of directors to approve or take other action with respect to any agreement, instrument, plan, or document, such agreement, instrument, plan, or document may be approved by the board of directors in final form or in substantially final form. Substantially final form means that all of the material terms are set forth in the agreement, instrument, plan, or document, or are determinable through other information or materials presented to or known by the board of directors, or are determinable by a combination thereof, except as otherwise described in subsection (c). (b) If the board of directors shall have acted to approve or take other action with respect to an agreement, instrument, plan, or document that is expressly required by this chapter to be approved by the board of directors, the board of directors may, but is not required to, at any time after providing the approval or taking such other action adopt a resolution ratifying the agreement, instrument, plan, or document, and the ratification shall be deemed to be effective as of the time of the original approval or other action by the board of directors and to satisfy any requirement under this chapter that the board of directors approve or take other action with respect to the agreement, instrument, plan, or document in a specific manner or sequence. (c) At the time of the approval of any agreement, instrument, plan, or document by the board of directors, the agreement, instrument, plan, or document is not required to contain or have attached thereto any disclosure letter, disclosure schedules, or similar documents or instruments contemplated by the agreement, instrument, plan, or document that modify, supplement, qualify, or make exceptions to representations, warranties, covenants, or conditions contained in the agreement, instrument, plan, or document.