CA SB446

Adds provisions to the Nonprofit Corporation Law (Section 5017) and Cooperative Corporation Law (Section 12220.5) allowing ratification or validation of corporate actions that fail to comply with statutory requirements, articles, bylaws, or governing agreements.

Permits ratification through board approval and member approval (where applicable) by adopting resolutions detailing the noncompliant action, its date, nature of noncompliance, and effective date, with ratification becoming conclusive absent fraud.

Requires corporations to file certificates of ratification or validation with the Secretary of State when ratified actions would have required filing or would cause previously filed instruments to become inaccurate or incomplete.

Establishes superior court jurisdiction to validate corporate actions upon petition by authorized persons (corporation, directors, members, or substantially affected parties), with petitions due within 180 days of notice of ratification except in cases of fraud or unnotified parties.

Prohibits use of ratification procedures for specified violations including noncompliance with certain director election, conflict of interest, and transaction approval requirements.