ORS 60.276
Ratification by board of directors
- procedure
- submission to shareholders
(1)
Except as provided in ORS 60.273 (Defective corporate action) (2), a corporation’s board of directors may ratify a defective corporate action only in accordance with this section. In a notice of a proposal to ratify the defective corporate action, the corporation shall:(a)
Identify the defective corporate action the proposal seeks to ratify and, if the defective corporate action involved an issuance of putative shares, the number and type of putative shares the corporation purportedly issued;(b)
State the date on which the defective corporate action occurred;(c)
Describe the nature of the failure of authorization or overissue that resulted in the corporate action becoming a defective corporate action; and(d)
State that the board of directors intends to ratify the defective corporate action.(2)
If the board of directors proposes to ratify a defective corporate action that relates to the election under ORS 60.057 (Organization of corporation) of the initial board of directors, a majority of the individuals who are exercising the powers of the corporation’s directors, in a notice of the proposal to ratify the defective corporate action, shall:(a)
Identify the person or persons who first took action in the name of the corporation as the initial board of directors;(b)
State the date on which, as appropriate, the person or persons:(A)
First took the action; or(B)
Were purportedly elected as the initial board of directors;(c)
Describe the nature of the failure of authorization that resulted in the corporate action becoming a defective corporate action; and(d)
State that the board of directors intends to ratify the defective corporate action.(3)
If the board of directors takes action to ratify a defective corporate action, the board shall submit the ratification to the shareholders for approval in accordance with ORS 60.279 (Quorum) if a provision of this chapter, the corporation’s articles of incorporation or bylaws, a resolution or any plan or agreement to which the corporation is a party requires shareholder approval of the ratification or would have required shareholder approval of the defective corporate action on the date of the defective corporate action.(4)
Unless the proposal for ratification under subsection (1) of this section provides otherwise, after the board of directors ratifies the defective corporate action and the shareholders, if required, approve the ratification, the board of directors may abandon the ratification at any time before the effective date of validation without further action from the shareholders. [2019 c.325 §4]
Source:
Section 60.276 — Ratification by board of directors; procedure; submission to shareholders, https://www.oregonlegislature.gov/bills_laws/ors/ors060.html.
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