-
-
- After the filing of the charter, an organization meeting of the incorporator(s), or of the board if the initial directors were named in the charter, shall be held, at the call of a majority of the incorporators/directors, for the purposes of adopting bylaws, electing directors (if the meeting is of the incorporators) to serve until the first annual meeting of stockholders, electing officers (if the meeting is of the directors), doing any other acts to perfect the organization of the corporation, and transacting any other business.
- The persons calling the meeting shall give at least 2 days’ notice thereof in writing or electronically by any usual means of communication, including the meeting’s time, place and purposes. Notice need not be given to anyone who attends the meeting or who waives notice either before or after the meeting.
- Unless otherwise restricted by the charter,
- any action permitted to be taken at the organization meeting may be taken without a meeting if each incorporator or director consents in writing or electronically, and
- a consent may be documented, signed and delivered in any manner permitted by § 116
Any person may give consent to be effective at a future time but no later than after 60 days; the consent is revocable until effective.
- If any incorporator is not available to act under this section or § 107, then any person for whom the incorporator was acting directly or indirectly as employee or agent, may take such action; proided that the instrument or minutes, as the case may be, state the aforegoing and the reason for the incorporator’s inability, and that such person’s signature or participation is otherwise authorized and not wrongful.
-