Section 404. Organization meeting  


Latest version.
  • (a)  After  the corporate existence has begun, an organization meeting
      of the incorporator or incorporators shall be  held  within  or  without
      this  state,  for the purpose of adopting by-laws, electing directors to
      hold office until the first annual meeting of  shareholders,  except  as
      authorized  under  section  704  (Classification  of directors), and the
      transaction of such other business as may come before  the  meeting.  If
      there are two or more incorporators, the meeting may be held at the call
      of  any  incorporator, who shall give at least five days' notice thereof
      by mail to each other incorporator, which notice  shall  set  forth  the
      time  and  place  of  the  meeting.  Notice  need  not  be  given to any
      incorporator who attends the meeting  or  submits  a  signed  waiver  of
      notice  before  or  after  the  meeting.  If  there  are  more  than two
      incorporators, a majority shall constitute a quorum and the act  of  the
      majority  of the incorporators present at a meeting at which a quorum is
      present shall be the act of the incorporators. An incorporator  may  act
      in   person   or   by   proxy   signed   by   the  incorporator  or  his
      attorney-in-fact.
        (b) Any action permitted to be taken at the organization  meeting  may
      be  taken without a meeting if each incorporator or his attorney-in-fact
      signs an instrument setting forth the action so taken.
        (c) If an incorporator dies or is for any reason unable to act, action
      may be taken as provided in such event in paragraph (c) of  section  615
      (Written consent of shareholders, subscribers or incorporators without a
      meeting).