Business Organizations Code § 22.503

Sec. 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. (c) If the management of the affairs of the corporation is vested in its members under Section 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. Added by Acts 2019, 86th Leg., R.S., Ch. 664 (S.B. 1969), Sec. 1, eff. September 1, 2019.