Sec. 33-639. Organization of corporation.
Sec. 33-639. Organization of corporation. (a) After incorporation: (1) If initial
directors are named in the certificate of incorporation, the initial directors shall hold
an organizational meeting, at the call of a majority of the directors, to complete the
organization of the corporation by appointing officers, adopting bylaws and carrying
on any other business brought before the meeting; (2) if initial directors are not named
in the certificate, the incorporator or incorporators shall hold an organizational meeting
at the call of a majority of the incorporators: (A) To elect directors and complete the
organization of the corporation; or (B) to elect a board of directors who shall complete
the organization of the corporation.
(b) Action required or permitted by sections 33-600 to 33-998, inclusive, to be taken
by incorporators at an organizational meeting may be taken without a meeting if the
action taken is evidenced by one or more written consents describing the action taken
and signed by each incorporator.
(c) An organizational meeting may be held in or out of this state.
(d) An organizational meeting held before incorporation is valid as if it were held
after incorporation if the persons holding the meeting could properly have held such
meeting after incorporation.
(P.A. 94-186, S. 24, 215; P.A. 96-271, S. 18, 254; P.A. 97-246, S. 5, 99.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles" of incorporation
with "certificate" of incorporation, effective January 1, 1997; P.A. 97-246 added new Subsec. (d) re validity of organizational meeting held before incorporation, effective June 27, 1997.