Alabama § 10A-3A-1.27 - Judicial Proceedings Regarding Validity of Corporate Actions.

§ 10A-3A-1.27. Judicial Proceedings Regarding Validity of Corporate Actions.

(a) Upon application by the nonprofit corporation, any successor entity to the nonprofit corporation, a director of the nonprofit corporation, any member (if applicable) of the nonprofit corporation, including any member as of the date of the defective corporate action ratified under Section 10A-3A-1.22, the person or group of persons (if applicable) specified in the certificate of incorporation, or any other person claiming to be substantially and adversely affected by a ratification under Section 10A-3A-1.22, the designated court, and if none, the circuit court for the county in which the nonprofit corporation’s principal office is located in this state, and if none in this state, the circuit court for the county in which the nonprofit corporation’s most recent registered office, is located, may:

(1) determine the validity and effectiveness of any corporate action or defective corporate action;

(2) determine the validity and effectiveness of any ratification under Section 10A-3A-1.22;

(3) determine the validity of any putative membership interest; and

(4) modify or waive any of the procedures specified in Section 10A-3A-1.22 or Section 10A-3A-1.23 to ratify a defective corporate action.

(b) In connection with an action under this section, the court may make findings or orders, and take into account any factors or considerations, regarding any matters as it deems proper under the circumstances.

(c) Service of process of the application under subsection (a) on the nonprofit corporation may be made in any manner provided by statute of this state or by rule of the applicable court for service on the nonprofit corporation, and no other party need be joined in order for the court to adjudicate the matter. In an action filed by the nonprofit corporation, the court may require notice of the action be provided to other persons specified by the court and permit those other persons to intervene in the action.

(d) Notwithstanding any other provision of this section or otherwise under applicable law, any action asserting that the ratification of any defective corporate action and any putative membership interest issued as a result of a defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought within 120 days of the validation effective time.