1. (1) Except as otherwise required by subsection (2) of this section, to ratify a defective corporate action under this chapter, the board of directors must adopt a resolution stating:

   1. (a) The defective corporate action to be ratified and, if the defective corporate action involved the purported issuance of putative shares, the number and class or series of putative shares purportedly issued;
   2. (b) The date of the defective corporate action and, if the defective corporate action involved the purported issuance of putative shares, the date or dates on which the putative shares were purportedly issued;
   3. (c) The nature of the failure of authorization with respect to the defective corporate action to be ratified; and
   4. (d) That the ratification of the defective corporate action is approved.

2. (2) To ratify a defective corporate action under this chapter involving the election of the initial board of directors of the corporation under RCW 23B.02.050(1)(b), a majority of the persons who, at the time of the ratification, are exercising the powers of directors must adopt a resolution stating:

   1. (a) The name of the person or persons who first purportedly approved corporate action as initial directors of the corporation;
   2. (b) The earlier of the date on which that person or those persons first purportedly approved corporate action or purportedly were elected as initial directors; and
   3. (c) That the ratification of the election of that person or those persons as the initial directors of the corporation is approved.

3. (3) If any provision of this title, the articles of incorporation or bylaws, any corporate resolution, or any plan or agreement to which the corporation is a party at the time the resolution required by subsection (1) of this section is adopted, would have required shareholder approval of the defective corporate action to be ratified, either on the date of the defective corporate action or at the time the resolution required by subsection (1) of this section is adopted, for the ratification of the defective corporate action to be approved:

   1. (a) The board of directors must submit the ratification of the defective corporate action for approval by the shareholders in accordance with RCW 23B.30.040;
   2. (b) The board of directors must recommend the ratification of the defective corporate action to the shareholders unless (i) the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation or (ii) RCW 23B.08.245 applies, and in either case the board of directors communicates the basis for so proceeding to the shareholders; and
   3. (c) The shareholders entitled to vote must approve the ratification of the defective corporate action as provided in RCW 23B.30.040.

[ 2017 c 28 s 3.]