30-29-146. DEFECTIVE CORPORATE ACTIONS. (a) A defective corporate action shall not be void or voidable if ratified in accordance with section 30-29-147, Idaho Code, or validated in accordance with section 30-29-152, Idaho Code.
(b) Ratification under section 30-29-147, Idaho Code, or validation under section 30-29-152, Idaho Code, shall not be deemed to be the exclusive means of ratifying or validating any defective corporate action, and the absence or failure of ratification in accordance with sections 30-29-145 through 30-29-152, Idaho Code, shall not, of itself, affect the validity or effectiveness of any corporate action properly ratified under common law or otherwise, nor shall it create a presumption that any such corporate action is or was a defective corporate action or void or voidable.
(c) In the case of an overissue, putative shares shall be valid shares effective as of the date originally issued or purportedly issued upon:
(1) The effectiveness under sections 30-29-145 through 30-29-152, Idaho Code, and under part 10 of this chapter or an amendment to the articles of incorporation authorizing, designating, or creating such shares; or
(2) The effectiveness of any other corporate action under sections 30-29-145 through 30-29-152, Idaho Code, ratifying the authorization, designation, or creation of such shares.
History:
[30-29-146, added 2019, ch. 90, sec. 9, p. 234.]
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