Tex.
Bus. Orgs. Code Section 21.906
Notice Requirements for Ratified Defective Corporate Act Submitted for Shareholder Approval
(a)
If the ratification of a defective corporate act is required to be submitted to the shareholders for approval under Section 21.905 (Shareholder Approval of Ratified Defective Corporate Act Required; Exception), notice of the time, place, if any, and purpose of the meeting shall be given at least 20 days before the date of the meeting to:(1)
each holder of record, as of the record date of the meeting, of valid shares and putative shares, regardless of whether the shares are voting or nonvoting, at the address of the holder as it appears or most recently appeared, as appropriate, on the corporation’s records; and(2)
each holder of record of valid shares and putative shares, regardless of whether the shares are voting or nonvoting, other than to a holder whose identity or address cannot be ascertained from the corporation’s records:(A)
as of the time of the defective corporate act; or(B)
in the case of any defective corporate act that involved the establishment of a putative record date, as of that putative record date.(b)
The notice must contain:(1)
copies of the resolutions adopted by the board of directors under Section 21.903 (Ratification of Defective Corporate Act; Adoption of Resolutions) or the information required by Sections 21.903 (Ratification of Defective Corporate Act; Adoption of Resolutions)(a)(1)-(5); and(2)
a statement that, on shareholder approval of the ratification of the defective corporate act or putative shares made in accordance with this subchapter, the holder’s rights to challenge the defective corporate act or putative shares are limited to an action claiming that a court of appropriate jurisdiction, in its discretion, should declare:(A)
that the ratification not take effect or that it take effect only on certain conditions, if that action is filed with the court not later than the 120th day after the applicable validation effective time; or(B)
that the ratification was not accomplished in accordance with this subchapter.
Source:
Section 21.906 — Notice Requirements for Ratified Defective Corporate Act Submitted for Shareholder Approval, https://statutes.capitol.texas.gov/Docs/BO/htm/BO.21.htm#21.906 (accessed Jun. 5, 2024).
