This text of Iowa § 490.148 (Action on ratification) is published on Counsel Stack Legal Research, covering Iowa primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.
1.The quorum and voting requirements applicable to a ratifying action by the board of
directors under section 490.147, subsection 1, shall be the quorum and voting requirements
applicable to the corporate action proposed to be ratified at the time such ratifying action is
taken.
2.If the ratification of the defective corporate action requires approval by the
shareholders under section 490.147, subsection 3, and if the approval is to be given at a
meeting, the corporation shall notify each holder of valid and putative shares, regardless of
whether entitled to vote, as of the record date for notice of the meeting and as of the date of
the occurrence of defective corporate action, provided that notice shall not be required to be
given to holders of valid or putative shares whose identities
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1. The quorum and voting requirements applicable to a ratifying action by the board of
directors under section 490.147, subsection 1, shall be the quorum and voting requirements
applicable to the corporate action proposed to be ratified at the time such ratifying action is
taken.
2. If the ratification of the defective corporate action requires approval by the
shareholders under section 490.147, subsection 3, and if the approval is to be given at a
meeting, the corporation shall notify each holder of valid and putative shares, regardless of
whether entitled to vote, as of the record date for notice of the meeting and as of the date of
the occurrence of defective corporate action, provided that notice shall not be required to be
given to holders of valid or putative shares whose identities or addresses for notice cannot
be determined from the records of the corporation. The notice must state that the purpose,
or one of the purposes, of the meeting is to consider ratification of a defective corporate
action and must be accompanied by all of the following:
a. Either a copy of the action taken by the board of directors in accordance with
section 490.147, subsection 1, or the information required by section 490.147, subsection 1,
paragraphs “a” through “d”.
b. A statement that any claim that the ratification of such defective corporate action
and any putative shares issued as a result of such defective corporate action should not
be effective, or should be effective only on certain conditions, shall be brought within one
hundred twenty days from the applicable validation effective time.
3. Except as provided in subsection 4, with respect to the voting requirements to ratify
the election of a director, the quorum and voting requirements applicable to the approval by
the shareholders required by section 490.147, subsection 3, shall be the quorum and voting
requirements applicable to the corporate action proposed to be ratified at the time of such
shareholder approval.
4. The approval by shareholders to ratify the election of a director requires that the votes
cast within the voting group favoring such ratification exceed the votes cast opposing such
ratification of the election at a meeting at which a quorum is present.
5. Putative shares on the record date for determining the shareholders entitled to vote
on any matter submitted to shareholders under section 490.147, subsection 3, and without
giving effect to any ratification of putative shares that becomes effective as a result of such
vote, shall neither be entitled to vote nor counted for quorum purposes in any vote to approve
the ratification of any defective corporate action.
6. If the approval under this section of putative shares would result in an overissue, in
additiontotheapprovalrequiredbysection490.147,approvalofanamendmenttothearticles
of incorporation under subchapter X to increase the number of shares of an authorized class
or series or to authorize the creation of a class or series of shares so there would be no
overissue shall also be required.