35-14-149. Notice requirements. (1) Unless shareholder approval is required under 35-14-147(3), prompt notice of an action taken under 35-14-147 must be given to each holder of valid and putative shares, regardless of whether entitled to vote, as of:

(a) the date of the action by the board of directors; and

(b) the date the defective corporate action was ratified, provided that notice may not be required to be given to holders of valid and putative shares whose identities or addresses for notice cannot be determined from the records of the corporation.

(2) The notice must contain:

(a) either:

(i) a copy of the action taken by the board of directors in accordance with 35-14-147(1) or (2); or

(ii) the information required by 35-14-147(1)(a) through (1)(d) or (2)(a) through (2)(c), as applicable; and

(b) a statement that any claim that the ratification of the defective corporate action and any putative shares issued as a result of the defective corporate action should not be effective or should be effective only on certain conditions must be brought within 120 days from the applicable validation effective time.

(3) No notice under this section is required with respect to any action required to be submitted to shareholders for approval under 35-14-147(3) if notice is given in accordance with 35-14-148(2).

(4) A notice required by this section may be given in any manner permitted by 35-14-141 and, for any corporation subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, may be given by means of a filing or furnishing of the notice with the United States securities and exchange commission.

History: En. Sec. 23, Ch. 271, L. 2019.