Written by attorneys · grounded in primary & secondary sources — see below
Persons who execute and deliver articles of incorporation to the secretary of state. They sign the articles and may hold an organizational meeting or adopt initial bylaws when no initial directors are named in the articles.
Imani Idowu and Iain Irons file articles of incorporation for Ideal Solutions that omit any initial directors. They call an organizational meeting at the request of a majority of the incorporators. At the meeting they elect the first board of directors and complete the remaining steps to organize the corporation.
Israel Irving and Idris Ives file articles for Ironwood Capital without naming directors. Before any board exists they adopt the corporation's initial bylaws. The bylaws govern internal procedures until the first board is elected and assumes authority.
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Any person may act as an incorporator by delivering articles of incorporation to the secretary of state for filing.
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The incorporators must hold an organizational meeting called by a majority of them to elect the initial board and complete organization of the corporation.
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Yes. The incorporators or the board of directors shall adopt initial bylaws for the corporation.
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Yes. Action required or permitted to be taken by incorporators at an organizational meeting may be taken by unanimous written consent instead.
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No. Once shares issue, incorporators lose their special organizational powers and shareholders assume the rights of owners.
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…incorporation. The difficulty inherent in conducting such a trial by proxy may well have been the reason on account of which the incorporators delegated that function to the board of directors under paragraph Fourteenth of the certificate of incorporation. If it were to develop (the papers before the court do not contain evidence…