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2012 Statute


17-6008.Organization meeting of incorporators or directors named in articles of incorporation; purpose; notice; meeting not required, when. (a) After the filing of the articles of incorporation an organization meeting of the incorporator or incorporators, or of the board of directors if the initial directors were named in the articles of incorporation, shall be held, either within or without this state, at the call of a majority of the incorporators or directors, as the case may be, for the purposes of: (1) Adopting bylaws, unless a different provision is made in the articles of incorporation for the adoption thereof; (2) electing directors, if the meeting is of the incorporators, to serve or hold office until the first annual meeting of stockholders or until their successors are elected and qualify; (3) electing officers if the meeting is of the directors; (4) doing any other or further acts to perfect the organization of the corporation; and (5) transacting such other business as may come before the meeting.

(b) The persons calling the meeting shall give to each other incorporator or director, as the case may be, at least two (2) days' written notice thereof by any usual means of communication, which notice shall state the time, place and purposes of the meeting as fixed by the persons calling it. Notice of the meeting need not be given to anyone who attends the meeting or who signs a waiver of notice either before or after the meeting.

(c) Any action permitted to be taken at the organization meeting of the incorporators or directors, as the case may be, may be taken without a meeting if each incorporator or director, where there is more than one, or the sole incorporator or director where there is only one, signs an instrument which states the action so taken.

History: L. 1972, ch. 52, § 8; July 1.