Corporation 6 Flashcards
If the _______ names a board of directors, there is an organizational meeting of the directors. If the ______ does not name a board of directors, there is an organizational meeting of the incorporators. Or written consent.
charter
charter
If the charter names a _______ __ ______, there is an organizational meeting of the _______. If the charter does not name a ______ ___ ____, there is an organizational meeting of the _______. Or written consent.
board of directors
directors
board of directors
incorporators
If the charter names a board of directors, there is an organizational meeting of the directors. If the charter does not name a board of directors, there is an organizational meeting of the incorporators. Or ____ _____.
written consent
If the persons who are to serve as directors until the first annual meeting of the stockholders have not been named in the certificate of incorporation, the incorporator or incorporators, until the directors are elected, _____ ______ the affairs of the corporation and may do whatever is necessary and proper to perfect the organization of the corporation, including the adoption of the original bylaws of the corporation and he election of directors. DGCL § 107.
shall manage
If the persons who are to serve as directors until the first annual meeting of the stockholders have not been named in the certificate of incorporation, the incorporator or incorporators, until the directors are elected, shall manage the _______ of the ________ and may do whatever is necessary and proper to perfect the organization of the corporation, including the adoption of the original bylaws of the corporation and the election of directors. DGCL § 107.
affairs
corporation
If the persons who are to serve as directors until the first annual meeting of stockholders have not been named in the certificate of incorporation, the incorporator or incorporators, until the directors are elected, shall manage the affairs of the corporation and may do whatever is _________ and _______ to perfect the organization of the corporation, including the adoption of the original bylaws of the corporation and the election of directors. DGCL § 107.
necessary and proper
If the persons who are to serve as directors until the first annual meeting of stockholders have not been named in the certificate of incorporation, the incorporator or incorporators, until the directors are elected, shall manage the affairs of the corporation and may do whatever is necessary and proper to perfect the organization of the corporation, including the adoption of the ____ _______ of the corporation and the election of directors. DGCL § 107.
original bylaws
After the filing of the _______ ___ ________ an organizational meeting of the incorporator or incorporators, or of the board of directors if the initial directors were named in the certificate 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 adopting bylaws, 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, electing officers if the meeting is of the directors, doing any other or further acts to perfect the organization of the corporation, and, transacting such other business as may come before the meeting. DGCL § 108(a).
certificate of incorporation
After the filing of the certificate of incorporation an organizational meeting of the _________ __ ________, or of the board of directors if the initial directors were named in the certificate 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 adopting bylaws, 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, electing officers if the meeting is of the directors, doing any other or further acts to perfect the organization of the corporation, and, transacting such other business as may come before the meeting. DGCL § 108(a).
incorporator or incorporators
After the filing of the certificate of incorporation an organizational meeting of the incorporator or incorporators, or of the _______ __ ______ if the initial directors were named in the certificate 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 adopting bylaws, 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, electing officers if the meeting is of the directors, doing any other or further acts to perfect the organization of the corporation, and, transacting such other business as may come before the meeting. DGCL § 108(a).
board of directors
After the filing of the certificate of incorporation an organizational meeting of the incorporator or incorporators, or of the board of directors if the _____ _________ were named in the ______ ___ ______, 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 adopting bylaws, 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, electing officers if the meeting is of the directors, doing any other or further acts to perfect the organization of the corporation, and, transacting such other business as may come before the meeting. DGCL § 108(a).
initial directors
certificate of incorporation
After the filing of the certificate of incorporation an organizational meeting of the incorporator or incorporators, or of the board of directors if the initial directors were named in the certificate 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 ________ _______, ____ _____ (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, electing officers if the meeting is of the directors, doing any other or further acts to perfect the organization of the corporation, and, transacting such other business as may come before the meeting. DGCL § 108(a).
adopting bylaws
electing directors
After the filing of the certificate of incorporation an organizational meeting of the incorporator or incorporators, or of the board of directors if the initial directors were named in the certificate 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 adopting bylaws, 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, electing officers if the meeting is of the directors, doing any other or further acts to perfect the ___________ of the ________, and, transacting such other business as may come before the meeting. DGCL § 108(a).
organization of the corporation
Any action permitted to be taken at the organizational 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 1, or the sole incorporator, or director where there is only 1, _____________________________________. DGCL § 108(c).
signs an instrument which states the action so taken.
If the Charter names the initial directors: The initial directors shall hold an _______ _______ to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting. MBCA § 2.05(a)(1).
organizational meeting
If the charter does NOT name, the initial directors: The incorporator or incorporators shall hold an ___________ ______________
(i) To elect initial directors and complete the organization of the corporation; or
(ii) Elect a board of directors who shall complete the organization of the corporation. MBCA § 2.05(a)(2)
organizational meeting
Action required or permitted by this Act to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by ____ ___ ____ ____ ____ describing the actions taken and signed by each incorporator. MBCA § 2.05(b).
one or more written consents
Action required or permitted by this Act 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 ______ ______ and ________ by each incorporator. MBCA § 2.05(b).
actions taken
signed
(a) Except to the extent that the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this Act to be taken by the board of directors may be taken _______ __ ______ if each director signs a consent describing the action to be taken and delivers it to the corporation.
without a meeting
(a) Except to the extent that the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this Act to be taken by the board of directors may be taken without a meeting if each director ____ ___ ______ describing the action to be taken and delivers it to the corporation.
signs a consent
(a) Except to the extent that the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this Act to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the corporation.
(c) A consent signed under this section has the effect of action taken at a _______ __ __ _____ ___ ______ and may be described as such in any document. MBCA § 8.21.
meeting of the board of directors
