> **This is a fill-in template, not legal advice.** Replace every `[bracketed field]`
> with your own value. `[[Defined Terms]]` (double brackets) are glossary markers, not blanks.
> Token-only (programmatic-fill) version: ./template.md

# Board Consent Ratifying a Defective Corporate Act

The undersigned, constituting all of the members of the Board of Directors (the "Board") of [Full legal name of the Delaware corporation], a Delaware corporation (the "Company"), pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL"), hereby adopt the following resolutions by written consent, ratifying one or more defective corporate acts pursuant to Section 204 of the DGCL:

*Note: Section 204 reaches only acts that are void or voidable solely because of a failure of authorization; it cannot create an act that was never taken, revive an act that was affirmatively rejected, or cure an act void for reasons other than a failure of authorization. Where the defective act would have required a stockholder vote, a stockholder ratifying consent is also required (Section 204(c)), and where it would have required a Delaware filing, a certificate of validation must be filed (Section 204(e)). The ratifying board must itself be validly in office. Always consult with counsel before using this consent.*

Company
: [Full legal name of the Delaware corporation]

Defective corporate act
: [Description of each defective corporate act to be ratified (for example, "the issuance of 500,000 shares of Common Stock to Jane Founder")]

Date of the act
: [The date of each defective corporate act (for example, "January 1, 2022")]

Nature of the failure of authorization
: [The nature of the failure of authorization for each act (for example, "issued without approval of the Board of Directors")]

Consent date
: [Date the ratifying consent is effective and signed]

## Resolutions

### The Defective Corporate Act

**WHEREAS**, the following corporate act or acts (the "Defective Corporate Act") were purportedly taken by or on behalf of the Company: [Description of each defective corporate act to be ratified (for example, "the issuance of 500,000 shares of Common Stock to Jane Founder")], on or about [The date of each defective corporate act (for example, "January 1, 2022")];

### Putative Stock

**WHEREAS**, to the extent the Defective Corporate Act involved the issuance of shares of putative stock, such issuance consisted of [If the defect involved a stock issuance, the number of shares of putative stock issued (leave blank if not applicable)] shares of [If the defect involved a stock issuance, the type of shares (for example, "Common Stock") (leave blank if not applicable)], purported to have been issued on or about [If the defect involved a stock issuance, the date(s) on which the shares were purported to have been issued (leave blank if not applicable)];

### Nature of the Failure of Authorization

**WHEREAS**, the Defective Corporate Act is void or voidable due to the following failure of authorization: [The nature of the failure of authorization for each act (for example, "issued without approval of the Board of Directors")];

### Ratification

**RESOLVED**, that the Board hereby approves the ratification of the Defective Corporate Act pursuant to Section 204 of the DGCL, and that the Defective Corporate Act, and any putative stock issued in connection therewith, be, and each hereby is, ratified in all respects;

### Submission to Stockholders

**RESOLVED FURTHER**, that if the Defective Corporate Act would have required approval of the stockholders under the DGCL, the certificate of incorporation or bylaws of the Company, or any plan or agreement to which the Company is a party (or if the Defective Corporate Act resulted from a failure to comply with Section 203 of the DGCL), the ratification of the Defective Corporate Act shall be submitted to the stockholders for approval in accordance with Section 204(c) and (d) of the DGCL;

### Certificate of Validation

**RESOLVED FURTHER**, that if the Defective Corporate Act would have required the filing of a certificate under Section 103 of the DGCL, the officers of the Company be, and each of them hereby is, authorized and directed to prepare, execute and file a certificate of validation with respect to the Defective Corporate Act in accordance with Sections 204(e) and 103 of the DGCL;

### Notice of Ratification

**RESOLVED FURTHER**, that the officers of the Company be, and each of them hereby is, authorized and directed to give prompt notice of the ratification of the Defective Corporate Act to all holders of valid stock and putative stock, whether voting or nonvoting, as required by Section 204(g) of the DGCL, including the statement of the 120-day period within which any claim must be brought;

### General Authorizing Resolution

**RESOLVED FURTHER**, that the officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to take such further actions and execute such documents as may be necessary or appropriate in order to implement the foregoing resolutions.

## Signatures

This Action by Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company.

The undersigned have executed this Action by Written Consent as of the date set forth under his or her name below. Any copy, facsimile, .PDF or other reliable reproduction of this Action by Written Consent may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile, .PDF or other reproduction be a complete reproduction of the entire original writing.

Signature: _______________

Print Name: [Full name of a director signing the consent]

Date: [Date the ratifying consent is effective and signed]