(1) A defective corporate action is not void or voidable if the corporation ratifies the defective corporate action in accordance with ORS 60.276 or validates the defective corporate action in accordance with ORS 60.288.\n(2) Ratification under ORS 60.276 or validation under ORS 60.288 is not the exclusive means of ratifying or validating a defective corporate action. An absence or failure to ratify or validate a corporate action in accordance with ORS 60.270 to 60.291 does not:\n(a) Affect the validity or effectiveness of a corporate action that is properly ratified under common law or otherwise; or\n(b) Create a presumption that the corporate action is or was a defective corporate action or is or was void or voidable.\n(3)(a) A putative share becomes a valid share as of the date on which a corporation:\n(A) Effectively amends the corporation’s articles of incorporation under this chapter to create, designate or authorize the share; or\n(B) Takes another action under ORS 60.270 to 60.291 to ratify or validate a creation, designation or authorization of the share.\n(b) The effective date of a putative share that becomes a valid share in accordance with paragraph (a) of this to 60.291 to ratify or validate a creation, designation or authorization of the share.\n(b) The effective date of a putative share that becomes a valid share in accordance with paragraph (a) of this subsection is the date on which the corporation originally or purportedly issued the putative share. [2019 c.325 §3]
Oregon Legal Code