Board Resolution - Ratify Actions

BOARD RESOLUTION — RATIFICATION OF SPECIFIC ACTIONS

Delaware Corporation

1. REQUIRED LEGAL AND FACTUAL REVIEW

Do not sign this document until Delaware counsel has completed the following investigation for each proposed act:

1. identify the exact act or transaction, date and time, actor, documents, consideration, affected shares, and corporate record;
2. identify every required authorization under the law, certificate of incorporation, bylaws, plan, agreement, proxy or consent disclosure, and prior Board or stockholder action;
3. determine the precise failure of authorization and whether the act is within the Company's corporate power;
4. determine whether the issue concerns a defective corporate act or putative stock under 8 Del. C. § 204(h), an inaccurate filing, an unauthorized contract, a fiduciary or conflict issue, a regulatory violation, or another problem requiring a different remedy;
5. determine the Board quorum and vote, stockholder and class votes, notices, filings, third-party consents, and Court of Chancery relief required; and
6. confirm that ratification will not be used to conceal facts, impair rights, or characterize an unlawful or ultra vires act as valid.

This form has two alternative legal paths. Delete the unused path:

• Path A — Specific non-§ 204 approval or ratification: use only if counsel concludes that § 204 is not the chosen or required method and identifies another valid basis.
• Path B — Statutory ratification under § 204: use only for a qualifying defective corporate act or putative stock and complete every applicable statutory step.

Never use categories such as “all contracts,” “all banking transactions,” “all employment actions,” “all filings,” or “all officer actions.” Every prior act must be listed separately in Schedule A.

2. ADOPTION METHOD

Select one method and delete the other.

OPTION A — BOARD MEETING

Company: [COMPANY NAME], a Delaware corporation (the “Company”)

Meeting Date and Time: [DATE, TIME, AND TIME ZONE]

Place / Method: [LOCATION / TELEPHONE / VIDEOCONFERENCE]

The Secretary reported that notice was given or waived as required, that the applicable quorum was [NUMBER / FRACTION], and that the applicable Board vote was [NUMBER / FRACTION]. For a Path B ratification, counsel has confirmed the special quorum and voting requirements of 8 Del. C. § 204(b).

OPTION B — UNANIMOUS WRITTEN CONSENT

Company: [COMPANY NAME], a Delaware corporation (the “Company”)

Effective Time: [DATE, TIME, AND TIME ZONE]

The undersigned constitute all current members of the Board of Directors (the “Board”) and consent in writing or by electronic transmission under 8 Del. C. § 141(f) to the resolutions below without a meeting. The Secretary shall file the effective consent with the minutes of Board proceedings.

3. DOCUMENTS AND DISCLOSURES REVIEWED

The Board received and reviewed:

Interests, conflicts, and procedural response: [DESCRIBE DISCLOSURES, RECUSALS, INDEPENDENT REVIEW, OR NONE]

4. PATH A — SPECIFIC NON-§ 204 APPROVAL OR RATIFICATION

Use this Path only if counsel has concluded in the attached memorandum that § 204 is not the chosen or required method and has identified the valid legal basis for the requested action.

Legal basis identified by counsel: [DESCRIBE AND CITE]

RESOLVED, that the Board approves the specific acts listed as Path A in Schedule A, subject to the limits, conditions, consents, and corrective steps stated there.

RESOLVED FURTHER, that the Board ratifies a listed prior act only to the extent counsel has concluded that the Company and the Board had power to authorize it, the specified ratification method is legally available, and all required approvals and disclosures have been completed. No unlisted act is approved or ratified.

RESOLVED FURTHER, that this Path does not purport to validate defective corporate acts or putative stock under § 204, cure a missing government filing, waive a third party's rights, determine a fiduciary claim, or make an ineffective contract binding without any required counterparty consent.

5. PATH B — STATUTORY RATIFICATION UNDER 8 DEL. C. § 204

5.1 Board Findings and Resolutions for Each Defective Corporate Act

For each act marked Path B in Schedule A, the Board adopts the following findings and resolutions required by § 204(b)(1):

RESOLVED, that the defective corporate act proposed for ratification is exactly described in Schedule A, including:

1. the defective corporate act;
2. the date and time of the defective corporate act;
3. for any issuance of putative stock, the number and type of shares and the purported issue date;
4. the nature of the failure of authorization; and
5. the Board's approval of ratification of that specific defective corporate act.

RESOLVED FURTHER, that the Board has determined, based on the attached records and counsel memorandum, that each Path B act is within the Company's corporate power and is void or voidable due to the identified failure of authorization within § 204(h).

☐ The Board reserves the right to abandon the ratification before the applicable validation effective time, notwithstanding stockholder approval.

☐ The Board does not reserve that right.

5.2 Board Quorum and Vote

Counsel has completed the following for each Path B act:

The Board shall not mark the ratification adopted unless the quorum and vote satisfy § 204(b), including any greater applicable requirement.

5.3 Stockholder Approval Analysis

For each Path B act, select one:

☐ Stockholder approval required. Approval was required by law, the certificate, bylaws, plan, or agreement at the time of the defective act or at the time of ratification, or the failure involved § 203. Counsel shall complete the meeting or written-consent process and the vote requirements under § 204(c) and (d).

☐ No stockholder approval required under § 204(c)(1). Counsel has confirmed that no applicable source required stockholder approval at either relevant time and the failure did not result from noncompliance with § 203.

☐ No stock entitled to vote is outstanding under § 204(c)(2). As of adoption of the Board resolutions, no shares of valid or putative stock entitled to vote on the act are outstanding.

If stockholder approval is required, attach a separate § 204-compliant notice and approval document. Putative stock outstanding when the Board adopts the ratification resolutions is not entitled to vote or be counted for quorum on the ratification under § 204(d)(5).

5.4 Stockholder Meeting Notice and Vote, If Required

For a stockholder meeting, counsel shall confirm and document that:

• notice is given at least 20 days before the meeting to the holders of valid and putative stock required by § 204(d), whether voting or nonvoting;
• notice is also given to the required historical holders of valid and putative stock whose identities and addresses can be determined from corporate records;
• the notice includes the Board resolutions or all information required by § 204(b), plus the statutory 120-day challenge statement;
• the quorum and vote satisfy § 204(d), including any greater historical or current requirement and any required class or series vote; and
• the approval record identifies the shares present, voting, abstaining, and excluded as putative stock.

5.5 Certificate of Validation

Counsel has determined:

☐ A Certificate of Validation is required because the defective corporate act would have required a certificate under 8 Del. C. § 103 and the prior certificate was not filed or must be changed to give effect to the ratified act.

☐ No Certificate of Validation is required under § 204(e).

☐ Court of Chancery relief or another filing is required instead.

If required, an Authorized Officer shall execute and file the Certificate of Validation attached as Exhibit [__] only after all required Board and stockholder approvals. The certificate must contain the information and attachments required by § 204(e). A separate certificate is required for each defective corporate act unless a statutory combination rule applies.

5.6 Required Notice of Ratification

Counsel shall prepare and deliver every notice required by § 204(d) or (g). If the § 204(d) meeting-notice procedure did not supply the required notice, prompt notice under § 204(g) must be given to the required current and historical holders of valid and putative stock whose identities and addresses can be determined from corporate records.

The notice must include the applicable Board resolutions or required information and the statutory statement that a claim challenging the ratified act or putative stock for the failure of authorization, or seeking a determination that ratification is ineffective or effective only on conditions, must be brought within the applicable 120-day period. For notice under § 204(g), that period runs from the later of the validation effective time or the time notice is given.

5.7 Validation Effective Time and Corporate Records

The “Validation Effective Time” for each Path B act shall be completed by counsel under § 204(h)(6) only after considering:

• the time of any required stockholder approval, or Board approval if no stockholder approval is required;
• any later time specified by the Board that is not earlier than adoption of the ratification resolutions; and
• the effective time of any required Certificate of Validation.

RESOLVED FURTHER, that no officer shall represent that a defective act or putative stock has been validated until the applicable Validation Effective Time. From and after that time, the effect of ratification is governed by § 204(f), subject to any timely proceeding under § 205.

5.8 Court of Chancery Proceeding

RESOLVED FURTHER, that if counsel determines statutory ratification is unavailable, disputed, incomplete, or likely to substantially and adversely affect a person, the matter shall return to the Board before any application under 8 Del. C. § 205. Section 205 authorizes the Court of Chancery to determine the validity and effectiveness of corporate acts, stock, and § 204 ratifications and to impose conditions or corrective measures.

6. LIMITED OFFICER AUTHORITY

RESOLVED, that [NAME AND TITLE] and [NAME AND TITLE] may take only the ministerial and filing actions specifically approved in Schedule B, including delivery of approved notices, maintenance of corporate records, and execution and filing of an approved Certificate of Validation.

No officer may change the description of an act, failure of authorization, affected stock, approval requirement, notice recipient, Validation Effective Time, or certificate content without further Board approval and counsel review.

7. ADOPTION RECORD

OPTION A — MEETING

Votes For: [NAMES AND NUMBER]

Votes Against: [NAMES AND NUMBER]

Abstentions / Recusals: [NAMES AND NUMBER]

The Secretary shall attach the notice, waivers, attendance record, vote tabulation, and counsel's confirmation of the applicable § 204(b) quorum and vote.

Signature: _________________________________

Name: [SECRETARY NAME]

Title: [SECRETARY / ACTING SECRETARY]

Date: _________________________________

OPTION B — UNANIMOUS WRITTEN CONSENT

Every current director must consent. Add or remove rows to match the Board exactly.

SCHEDULE A — EACH ACT PROPOSED FOR APPROVAL OR RATIFICATION

Prepare a separate row and attachment for every act. Do not group unrelated acts.

SCHEDULE B — APPROVED IMPLEMENTATION ACTIONS

Sources and References

• Delaware Code — 8 Del. C. §§ 204 and 205
• Delaware Code — 8 Del. C. § 141(f)

Section 204 is a detailed statutory process, not a generic savings clause. Complete it act by act with Delaware counsel and the historical corporate record.