As used in this chapter:

1. (1) "Date of the defective corporate action" means the date the defective corporate action was purported to have been taken, or, if the exact date is unknown, the approximate date thereof.
2. (2) "Defective corporate action" means (a) any corporate action purportedly taken that is, and at the time such corporate action was purportedly taken would have been, within the power of the corporation, but is void or voidable due to a failure of authorization, and (b) an overissue.
3. (3) "Failure of authorization" means the failure to authorize, approve, or otherwise effect a corporate action in compliance with the provisions of this title, the articles of incorporation or bylaws of the corporation, a corporate resolution, or any plan or agreement to which the corporation is a party, if and to the extent such failure would render such corporate action void or voidable.

4. (4) "Overissue" means the purported issuance of:

   1. (a) Shares of a class or series in excess of the number of shares of a class or series the corporation was authorized to issue in accordance with RCW 23B.06.010 at the time of such purported issuance; or
   2. (b) Shares of any class or series that was not authorized for issuance by the articles of incorporation at the time of such purported issuance.

5. (5) "Putative shares" means the shares of any class or series of the corporation (including shares issuable upon exercise of rights, options, warrants, or other securities convertible into shares of the corporation, or interests with respect thereto) that were purportedly created or issued as a result of a defective corporate action, that:

   1. (a) But for any failure of authorization would constitute valid shares; or
   2. (b) Cannot be determined by the board of directors to be valid shares.
6. (6) "Valid shares" means the shares of any class or series of the corporation that have been duly authorized and validly issued in accordance with this title, including as a result of ratification or validation in accordance with this chapter.

7. (7)

   1. (a) "Validation effective time," with respect to any defective corporate action ratified or validated in accordance with this chapter, means the later of:

      1. (i) The time at which the ratification of the defective corporate action is approved by shareholders, or if approval of shareholders is not required, the time at which the notice required by RCW 23B.30.050 becomes effective in accordance with RCW 23B.01.410; and
      2. (ii) The time at which any articles of validation filed in accordance with RCW 23B.30.070 become effective.
   2. (b) The validation effective time will not be affected by the commencement or pendency of any proceeding in accordance with RCW 23B.30.080(1)(b) or otherwise, unless otherwise ordered by the court.

[ 2017 c 28 s 1.]