Okla. Stat. tit. 18, § 18-1055.1

RATIFICATION OF DEFECTIVE CORPORATE ACTS AND STOCK

A. Subject to subsection F of this section, no defective

corporate act or putative stock shall be void or voidable solely as

a result of a failure of authorization if ratified as provided in

this section or validated by the District Court in a proceeding

brought under Section 1055.2 of this title.

B. 1. In order to ratify one or more defective corporate acts

pursuant to this section, other than the ratification of an election

of the initial board of directors pursuant to paragraph 2 of this

subsection, the board of directors of the corporation shall adopt

resolutions stating:

a. the defective corporate act or acts to be ratified,

b. the date of each defective corporate act or acts,

c. if such defective corporate act or acts involved the

issuance of shares of putative stock, the number and

type of shares of putative stock issued and the date

or dates upon which such putative shares were

purported to have been issued,

d. the nature of the failure of authorization in respect

of each defective corporate act to be ratified, and

e. that the board of directors approves the ratification

of the defective corporate act or acts.

The resolutions may also provide that, at any time before the

validation effective time for the defective act or acts,

notwithstanding approval of the ratification by shareholders, the

board of directors may abandon the ratification without further

action of the shareholders. The quorum and voting requirements

applicable to the ratification by the board of directors shall be

the quorum and voting requirements applicable at the time to the

type of defective corporate act proposed to be ratified when the

board adopts the resolutions ratifying the defective corporate act;

provided, that if the certificate of incorporation or bylaws of the

corporation, any plan or agreement to which the corporation was a

party or any provision of this title, in each case as in effect as

of the time of the defective corporate act, would have required a

larger number or portion of directors or of specified directors for

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a quorum to be present or to approve the defective corporate act,

such larger number or portion of such directors or such specified

directors shall be required for a quorum to be present or to adopt

the ratifying resolutions, as applicable, except that the presence

or approval of any director elected, appointed or nominated by

holders of any class or series of which no shares are then

outstanding, or by any person that is no longer a shareholder, shall

not be required.

2. To ratify a defective corporate act in respect of the

election of the initial board of directors of the corporation, a

majority of the persons who, at the time the resolutions required by

this paragraph are adopted, are exercising the powers of directors

under claim and color of an election or appointment as such may

adopt resolutions stating:

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, and

c. that the ratification of the election of such person

or persons as the initial board of directors is

approved.

C. Each defective corporate act ratified pursuant to paragraph

1 of subsection B of this section shall be submitted to shareholders

for approval as provided in subsection D of this section, unless:

1. a. No other provision of this title, and no provision of

the certificate of incorporation or bylaws of the

corporation, or of any plan or agreement to which the

corporation is a party, would have required

shareholder approval of the defective corporate act to

be ratified, either at the time of the defective
to shareholders

for approval as provided in subsection D of this section, unless:

1. a. No other provision of this title, and no provision of

the certificate of incorporation or bylaws of the

corporation, or of any plan or agreement to which the

corporation is a party, would have required

shareholder approval of the defective corporate act to

be ratified, either at the time of the defective

corporate act or at the time the board of directors

adopts the resolutions ratifying the defective

corporate act pursuant to paragraph 1 of subsection B

of this section.

b. The defective corporate act did not result from a

failure to comply with Section 1090.3 of this title;

or

2. As of the record date for determining the shareholders

entitle to vote on the ratification of the defective corporate act,

there are no shares of valid stock outstanding and entitled to vote

thereon, regardless of whether there then exist any shares of

putative stock.

D. If ratification of a defective corporate act is required to

be submitted to shareholders for approval pursuant to subsection C

of this section, due notice of the time, place, if any, and purpose

Oklahoma Statutes - Title 18. Corporations Page 368

of the meeting shall be given at least twenty (20) days before the

date of the meeting to each holder of valid stock and putative

stock, whether voting or nonvoting, at the address of such holder as

it appears or most recently appeared, as appropriate, on the records

of the corporation. The notice shall also be given to the holders

of record of valid stock and putative stock, whether voting or

nonvoting, as of the time of the defective corporate act, or, in the

case of any defective corporate act that involved the establishment

of a record date for notice of or voting at any meeting of

shareholders, for action by written consent of shareholders in lieu

of a meeting, or for any other purpose, as of the record date for

notice of or voting at such meeting, the record date for action by

written consent, or the record date for such other action, as the

case may be, except that no notice need be given to holders whose

identities or addresses cannot be determined from the records of the

corporation. The notice shall contain a copy of the resolutions

adopted by the board of directors pursuant to paragraph 1 of

subsection B of this section or the information required by

paragraphs a through e of paragraph 1 of subsection B of this

section and a statement that any claim that the defective corporate

act or putative stock ratified hereunder is void or voidable due to

the failure of authorization, or that the District Court should

declare in its discretion that a ratification in accordance with

this section not be effective or be effective only on certain

conditions must be brought within one hundred twenty (120) days from

the validation effective time. At such meeting the quorum and

voting requirements applicable to the ratification of such defective

corporate act shall be the quorum and voting requirements applicable

to the type of defective corporate act proposed to be ratified at

the time of the approval of the ratification, except that:

1. If the certificate of incorporation or bylaws of the

corporation, any plan or agreement to which the corporation was a

party or any provision of this title in effect as of the time of the

defective corporate act would have required a larger number or

portion of stock or of any class or series thereof or of specified

shareholders for a quorum to be present or to approve the defective

corporate act, the presence or approval of such larger number or

portion of stock or of such class or series thereof or of such

specified shareholders shall be required for a quorum to be present

or to approve the ratification of the defective corporate act, as

applicable, except that the presence or approval of shares of any
shareholders for a quorum to be present or to approve the defective

corporate act, the presence or approval of such larger number or

portion of stock or of such class or series thereof or of such

specified shareholders shall be required for a quorum to be present

or to approve the ratification of the defective corporate act, as

applicable, except that the presence or approval of shares of any

class or series of which no shares are then outstanding, or of any

person that is no longer a shareholder, shall not be required;

2. The approval by shareholders of the ratification of the

election of a director shall require the affirmative vote of the

majority of shares present at the meeting and entitled to vote on

the election of such director, except that if the certificate of

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incorporation or bylaws of the corporation then in effect or in

effect at the time of the defective election require or required a

larger number or portion of stock or of any class or series thereof

or of specified shareholders to elect such director, the affirmative

vote of such larger number or portion of stock or of any class or

series thereof or of specified shareholders shall be required to

ratify the election of such director, except that the presence or

approval of shares of any class or series of which no shares are

then outstanding, or of any person that is no longer a shareholder,

shall not be required; and

3. In the event of a failure of authorization resulting from

failure to comply with the provisions of Section 1090.3 of this

title, the ratification of the defective corporate act shall require

the vote set forth in paragraph 3 of subsection A of Section 1090.3

of this title, regardless of whether such vote would have otherwise

been required.

Shares of putative stock on the record date for determining

shareholders entitled to vote on any matter submitted to

shareholders pursuant to subsection C of this section, and without

giving effect to any ratification that becomes effective after such

record date, shall neither be entitled to vote nor counted for

quorum purposes in any vote to ratify any defective corporate act.

E. If a defective corporate act ratified pursuant to this

section would have required under any other section of this title

the filing of a certificate in accordance with Section 1007 of this

title, then, whether or not a certificate was previously filed in

respect of such defective corporate act and in lieu of filing the

certificate otherwise required by this title, the corporation shall

file a certificate of validation with respect to such defective

corporate act in accordance with Section 1007 of this title. A

separate certificate of validation shall be required for each

defective corporate act requiring the filing of a certificate of

validation under this section, except that (i) two or more defective

corporate acts may be included in a single certificate of validation

if the corporation filed, or to comply with this title would have

filed, a single certificate under another provision of this title to

effect such acts, and (ii) two or more overissues of shares of any

class, classes or series of stock may be included in a single

certificate of validation, provided that the increase in the number

of authorized shares of each such class or series set forth in the

certificate of validation shall be effective as of the date of the

first such overissue. The certificate of validation shall set

forth:

1. Each defective corporate act that is the subject of the

certificate of validation including, in the case of any defective

corporate act involving the issuance of shares of putative stock,

the number and type of shares of putative stock issued and the date

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or dates upon which such putative shares were purported to have been
ll set

forth:

1. Each defective corporate act that is the subject of the

certificate of validation including, in the case of any defective

corporate act involving the issuance of shares of putative stock,

the number and type of shares of putative stock issued and the date

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or dates upon which such putative shares were purported to have been

issued, the date of such defective corporate act and the nature of

the failure of authorization in respect of such defective corporate

act;

2. A statement that such defective corporate act was ratified

in accordance with this section including the date on which the

board of directors ratified such defective corporate act and the

date, if any, on which the shareholders approved the ratification of

such defective corporate act; and

3. The information required by one of the following paragraphs:

a. if a certificate was previously filed under Section

1007 of this title in respect of such defective

corporate act and no changes to such certificate are

required to give effect to such defective corporate

act in accordance with this section, the certificate

of validation shall set forth (1) the name, title and

filing date of the certificate previously filed and of

any certificate of correction thereto and (2) a

statement that a copy of the certificate previously

filed, together with any certificate of correction

thereto, is attached as an exhibit to the certificate

of validation,

b. if a certificate was previously filed under Section

1007 of this title in respect of the defective

corporate act and such certificate requires any change

to give effect to the defective corporate act in

accordance with this section, including a change to

the date and time of the effectiveness of such

certificate, the certificate of validation shall set

forth (1) the name, title and filing date of the

certificate so previously filed and of any certificate

of correction thereto, (2) a statement that a

certificate containing all of the information required

to be included under the applicable section or

sections of this title to give effect to the defective

corporate act is attached as an exhibit to the

certificate of validation, and (3) the date and time

that such certificate shall be deemed to have become

effective pursuant to this section, or

c. if a certificate was not previously filed under

Section 1007 of this title in respect of the defective

corporate act and the defective corporate act ratified

pursuant to this section would have required under any

other section of this title the filing of a

certificate in accordance with Section 1007 of this

title, the certificate of validation shall set forth

(1) a statement that a certificate containing all of

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the information required to be included under the

applicable section or sections of this title to give

effect to the defective corporate act is attached as

an exhibit to the certificate of validation, and (2)

the date and time that such certificate shall be

deemed to have become effective pursuant to this

section.

A certificate attached to a certificate of validation pursuant

to subparagraph b or c of paragraph 3 of this subsection need not be

separately executed and acknowledged and need not include any

statement required by any other section of this title that such

instrument has been approved and adopted in accordance with the

provisions of such other section.

F. From and after the validation effective time, unless

otherwise determined in an action brought pursuant to Section 1055.2

of this title:

1. Subject to the last sentence of subsection D of this

section, each defective corporate act ratified in accordance with

this section shall no longer be deemed void or voidable as a result

of the failure of authorization described in the adopted resolutions
rom and after the validation effective time, unless

otherwise determined in an action brought pursuant to Section 1055.2

of this title:

1. Subject to the last sentence of subsection D of this

section, each defective corporate act ratified in accordance with

this section shall no longer be deemed void or voidable as a result

of the failure of authorization described in the adopted resolutions

and such effect shall be retroactive to the time of the defective

corporate act; and

2. Subject to the last sentence of subsection D of this

section, each share or fraction of a share of putative stock issued

or purportedly issued pursuant to any such defective corporate act

shall no longer be deemed void or voidable and shall be deemed to be

an identical share or fraction of a share of outstanding stock as of

the time it was purportedly issued.

G. In respect of each defective corporate act ratified by the

board of directors pursuant to subsection B of this section, prompt

notice of the ratification shall be given to all holders of valid

stock and putative stock, whether voting or nonvoting, as of the

date the board of directors adopts the resolutions approving such

defective corporate act, or as of a date within sixty (60) days

after the date of adoption, as established by the board of

directors, at the address of such holder as it appears or most

recently appeared, as appropriate, on the records of the

corporation. The notice shall also be given to the holders of

record of valid stock and putative stock, whether voting or

nonvoting, as of the time of the defective corporate act, other than

holders whose identities or addresses cannot be determined from the

records of the corporation. The notice shall contain a copy of the

resolutions adopted pursuant to subsection B of this section or the

information specified in subparagraphs a through e of paragraph 1 of

subsection B of this section or subparagraphs a through c of

paragraph 2 of subsection B of this section, as applicable, and a

statement that any claim that the defective corporate act or

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putative stock ratified hereunder is void or voidable due to the

failure of authorization, or that the district court should declare

in its discretion that a ratification in accordance with this

section not be effective or be effective only on certain conditions

must be brought within one hundred twenty (120) days from the later

of the validation effective time or the time at which the notice

required by this subsection is given. Notwithstanding the

foregoing, no such notice shall be required if notice of the

ratification of the defective corporate act is to be given in

accordance with subsection D of this section, and in the case of a

corporation that has a class of stock listed on a national

securities exchange, the notice required by this subsection and

subsection D of this section may be deemed given if disclosed in a

document publicly filed by the corporation with the Securities and

Exchange Commission pursuant to Sections 13, 14 or 15(d) of the

Securities Exchange Act of 1934, as amended, and the rules and

regulations promulgated thereunder, or the corresponding provisions

of any subsequent United States federal securities laws, rules or

regulations. If any defective corporate act has been approved by

shareholders acting pursuant to Section 1073 of this title, the

notice required by this subsection may be included in any notice

required to be given pursuant to subsection F of Section 1073 of

this title and, if so given, shall be sent to the shareholders

entitled to notice under subsection F of Section 1073 of this title

and to all holders of valid and putative stock to whom notice would

be required under this subsection if the defective corporate act had

been approved at a meeting other than any shareholder who approved
ired to be given pursuant to subsection F of Section 1073 of

this title and, if so given, shall be sent to the shareholders

entitled to notice under subsection F of Section 1073 of this title

and to all holders of valid and putative stock to whom notice would

be required under this subsection if the defective corporate act had

been approved at a meeting other than any shareholder who approved

the action by consent in lieu of a meeting pursuant to Section 1073

of this title or any holder of putative stock who otherwise

consented thereto in writing. Solely for purposes of subsection D

of this section and this subsection, notice to holders of putative

stock, and notice to holders of valid stock and putative stock as of

the time of the defective corporate act, shall be treated as notice

to holders of valid stock for purposes of Sections 1067, 1073, 1074,

1075, 1075.2 and 1075.3 of this title.

H. As used in this section and in Section 1055.2 of this title

only, the term:

1. “Defective corporate act” means an overissue, an election or

appointment of directors that is void or voidable due to a failure

of authorization, or any act or transaction purportedly taken by or

on behalf of the corporation that is, and at the time such act or

transaction was purportedly taken would have been, within the power

of a corporation under this title, without regard to the failure of

authorization identified in subparagraph d of paragraph 1 of

subsection B of this section, but is void or voidable due to a

failure of authorization;

2. “Failure of authorization” means:

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a. the failure to authorize or effect an act or

transaction in compliance with:

(1) the provisions of this title,

(2) the certificate of incorporation or bylaws of the

corporation, or

(3) any plan or agreement to which the corporation is

a party or the disclosure set forth in any proxy

or consent solicitation statement, if and to the

extent such failure would render such act or

transaction void or voidable, or

b. the failure of the board of directors or any officer

of the corporation to authorize or approve any act or

transaction taken by or on behalf of the corporation

that would have required for its due authorization the

approval of the board of directors or such officer;

3. “Overissue” means the purported issuance of (a) shares of

capital stock of a class or series in excess of the number of shares

of such class or series the corporation has the power to issue under

Section 1042 of this title at the time of such issuance, or (b)

shares of any class or series of capital stock that is not then

authorized for issuance by the certificate of incorporation of the

corporation;

4. “Putative stock” means the shares of any class or series of

capital stock of the corporation, including shares issued upon

exercise of options, rights, warrants or other securities

convertible into shares of capital stock of the corporation, or

interests with respect thereto that were created or issued pursuant

to a defective corporate act, that: (a) but for any failure of

authorization, would constitute valid stock, or (b) cannot be

determined by the board of directors to be valid stock;

5. “Time of the defective corporate act” means the date and

time the defective corporate act was purported to have been taken;

6. “Valid stock” means the shares of any class or series of

capital stock of the corporation that have been duly authorized and

validly issued in accordance with this title; and

7. “Validation effective time” with respect to any defective

corporate act ratified pursuant to this section means the latest of
” means the date and

time the defective corporate act was purported to have been taken;

6. “Valid stock” means the shares of any class or series of

capital stock of the corporation that have been duly authorized and

validly issued in accordance with this title; and

7. “Validation effective time” with respect to any defective

corporate act ratified pursuant to this section means the latest of

(a) the time at which the defective act submitted to the

shareholders for approval pursuant to subsection C of this section

is approved by such shareholders, or if no such vote of shareholders

is required to approve the ratification, the time at which the board

of directors adopts the resolutions required by paragraphs 1 or 2 of

subsection B of this section, (b) where no certificate of validation

is required to be filed pursuant to subsection E of this section,

the time, if any, specified by the board of directors in the

resolutions adopted pursuant to paragraphs 1 or 2 of subsection B of

this section, which time shall not precede the time at which such

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resolutions are adopted; and (c) the time at which any certificate

of validation filed pursuant to subsection E of this section shall

become effective in accordance with Section 1007 of this title.

In the absence of actual fraud in the transaction, the judgment

of the board of directors that shares of stock are valid stock or

putative stock shall be conclusive, unless otherwise determined by

the District Court in a proceeding brought pursuant to Section

1055.2 of this title.

I. Ratification under this section or validation under Section

1055.2 of this title shall not be deemed to be the exclusive means

of ratifying or validating any act or transaction taken by or on

behalf of the corporation, including any defective corporate act, or

any issuance of stock, including any putative stock, or of adopting

or endorsing any act or transaction taken by or in the name of the

corporation prior to the commencement of its existence, and the

absence or failure of ratification in accordance with either this

section or validation under Section 1055.2 of this title shall not,

of itself, affect the validity or effectiveness of any act or

transaction or the issuance of any stock properly ratified under

common law or otherwise, nor shall it create a presumption that any

such act or transaction is or was a defective corporate act or that

such stock is void or voidable.