Okla. Stat. tit. 18, § 18-1055.2

acts and stock.

PROCEEDINGS REGARDING VALIDITY OF DEFECTIVE CORPORATE ACTS AND

STOCK

A. Subject to subsection F of this section, upon application by

the corporation, any successor entity to the corporation, any member

of the board of directors, any record or beneficial holder of valid

stock or putative stock, any record or beneficial holder of valid or

putative stock as of the time of a defective corporate act ratified

pursuant to Section 9 of this act, or any other person claiming to

be substantially and adversely affected by a ratification pursuant

to Section 9 of this act, the district court may:

1. Determine the validity and effectiveness of any defective

corporate act ratified pursuant to Section 9 of this act;

2. Determine the validity and effectiveness of the ratification

of any defective corporate act pursuant to Section 9 of this act;

3. Determine the validity and effectiveness of any defective

corporate act not ratified or not ratified effectively pursuant to

Section 9 of this act;

4. Determine the validity of any corporate act or transaction

and any stock, rights or options to acquire stock; and

Oklahoma Statutes - Title 18. Corporations Page 375

5. Modify or waive any of the procedures set forth in Section 9

of this act to ratify a defective corporate act.

B. In connection with an action under this section, the

district court may:

1. Declare that a ratification in accordance with and pursuant

to Section 9 of this act is not effective or shall only be effective

at a time or upon conditions established by the court;

2. Validate and declare effective any defective corporate act

or putative stock and impose conditions upon such validation by the

court;

3. Require measures to remedy or avoid harm to any person

substantially and adversely affected by a ratification pursuant to

Section 9 of this act or from any order of the court pursuant to

this section, excluding any harm that would have resulted if the

defective corporate act had been valid when approved or effectuated;

4. Order the Secretary of State to accept an instrument for

filing with an effective time specified by the court, which

effective time may be prior or subsequent to the time of such order;

provided, that the filing date of such instrument shall be

determined in accordance with paragraph 4 of subsection C of Section

1007 of Title 18 of the Oklahoma Statutes;

5. Approve a stock ledger for the corporation that includes any

stock ratified or validated in accordance with this section or with

Section 9 of this act;

6. Declare that shares of putative stock are shares of valid

stock or require a corporation to issue and deliver shares of valid

stock in place of any shares of putative stock;

7. Order that a meeting of holders of valid stock or putative

stock be held and exercise the powers provided to the court under

Section 1027 of Title 18 of the Oklahoma Statutes with respect to

such a meeting;

8. Declare that a defective corporate act validated by the

court shall be effective as of the time of the defective corporate

act or at such other time as the court shall determine;

9. Declare that putative stock validated by the court shall be

deemed to be an identical share or fraction of a share of valid

stock as of the time originally issued or purportedly issued or at

such other time as the court shall determine; and

10. Make such other orders regarding such matters as it deems

proper under the circumstances.

C. Service of the application under subsection A of this

section upon the registered agent of the corporation shall be deemed

to be service upon the corporation, and no other party need be

joined in order for the district court to adjudicate the matter. In

an action filed by the corporation, the court may require notice of

the action be provided to other persons specified by the court and

permit such other persons to intervene in the action.
this

section upon the registered agent of the corporation shall be deemed

to be service upon the corporation, and no other party need be

joined in order for the district court to adjudicate the matter. In

an action filed by the corporation, the court may require notice of

the action be provided to other persons specified by the court and

permit such other persons to intervene in the action.

Oklahoma Statutes - Title 18. Corporations Page 376

D. In connection with the resolution of matters pursuant to

subsections A and B of this section, the district court may consider

the following:

1. Whether the defective corporate act was originally approved

or effectuated with the belief that the approval or effectuation was

in compliance with the provisions of Title 18 of the Oklahoma

Statutes, the certificate of incorporation or bylaws of the

corporation;

2. Whether the corporation and board of directors has treated

the defective corporate act as a valid act or transaction and

whether any person has acted in reliance on the public record that

such defective corporate act was valid;

3. Whether any person will be or was harmed by the ratification

or validation of the defective corporate act, excluding any harm

that would have resulted if the defective corporate act had been

valid when approved or effectuated;

4. Whether any person will be harmed by the failure to ratify

or validate the defective corporate act; and

5. Any other factors or considerations the court deems just and

equitable.

E. The district court is hereby vested with exclusive

jurisdiction to hear and determine all actions brought under this

section.

F. Notwithstanding any other provision of this section, no

action asserting:

1. That a defective corporate act or putative stock ratified in

accordance with Section 9 of this act is void or voidable due to a

failure of authorization identified in the resolution adopted in

accordance with subsection B of Section 9 of this act; or

2. That the district court should declare in its discretion

that a ratification in accordance with Section 9 of this act not be

effective or be effective only on certain conditions,

may be brought after the expiration of one hundred twenty (120) days

from the later of the validation effective time and the time notice,

if any, that is required to be given pursuant to subsection G of

Section 9 of this act is given with respect to such ratification,

except that this subsection shall not apply to an action asserting

that a ratification was not accomplished in accordance with Section

9 of this act or to any person to whom notice of the ratification

was required to have been given pursuant to subsection D or G of

Section 9 of this act, but to whom such notice was not given.