Also known as: organizational meetings · organizing meeting
Written by attorneys · grounded in primary & secondary sources — see below
A meeting held after incorporation to complete the formation of a corporation by electing directors, adopting bylaws, appointing officers, and addressing other initial matters. When the articles name initial directors, those directors must hold the meeting at the call of a majority. When the articles do not name initial directors, the incorporators must hold the meeting at the call of a majority of the incorporators.
Orion Technologies filed articles naming five initial directors. Three of them met secretly in another city, adopted bylaws, and appointed themselves officers without notifying the other two. The corporation then entered sponsorship contracts. A court later held the contracts invalid because the organizational meeting had not been properly called to the full initial board.
Four incorporators formed Oakridge Manufacturing but left the initial directors section blank. Two of them met out of state, elected themselves directors, and approved a major supply contract. The other two incorporators received no notice. A later challenge succeeded because the meeting had not been called by a majority of the incorporators.
Select any source to read its text and confirm it supports the definition.
Initial directors must hold the meeting when the articles of incorporation name them. The statute assigns the organizational task to those named directors, who must act at a meeting called by a majority of them.
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Yes. Action by incorporators at an organizational meeting may be taken without a meeting if evidenced by written consents signed by each incorporator.
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No. The statute expressly permits the meeting to be held in or out of the state.
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The meeting is invalid. The statute requires that the meeting be held at the call of a majority of the incorporators, so minority action without proper calling fails to complete organization.
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