§ 490.147 — Ratification of defective corporate actions

Iowa § 490.147

• Jurisdiction: Iowa
• Title XII: BUSINESS ENTITIES
• Ch. 490: BUSINESS CORPORATIONS

Text

1. To ratify a defective corporate action under this section, other than the ratification of an
election of the initial board of directors under subsection 2, the board of directors shall take
action ratifying the action in accordance with section 490.148, stating all of the following:
a. The defective corporate action to be ratified and, if the defective corporate action
involved the issuance of putative shares, the number and type of putative shares purportedly
issued.
b. The date of the defective corporate action.
c. The nature of the failure of authorization with respect to the defective corporate action
to be ratified.
d. That the board of directors approves the ratification of the defective corporate action.
2. In the event that a defective corporate action to be ratified relates to the election of the
initial board of directors of the corporation under section 490.205, subsection 1, paragraph
“b”, a majority of the persons who, at the time of the ratification, are exercising the powers
of directors may take an action stating all of the following:
a. The name of the person or persons who first took action in the name of the corporation
as the initial board of directors of the corporation.
b. The earlier of the date on which such persons first took such action or were purported
to have been elected as the initial board of directors.
c. That the ratification of the election of such person or persons as the initial board of
directors is approved.

3. If any provision of this chapter, the articles of incorporation or bylaws, any corporate
resolution, or any plan or agreement to which the corporation is a party in effect at the time
action under subsection 1 is taken requires shareholder approval or would have required
shareholder approval at the date of the occurrence of the defective corporate action, the
ratification of the defective corporate action approved in the action taken by the directors
under subsection 1 shall be submitted to the shareholders for approval in accordance with
section 490.148.
4. Unless otherwise provided in the action taken by the board of directors under
subsection 1, after the action by the board of directors has been taken and, if required,
approved by the shareholders, the board of directors may abandon the ratification at any
time before the validation effective time without further action of the shareholders.