405. Organization meeting.(a) After the corporate existence has begun, an organization meeting of the initial directors, or, if directors are not designated in the certificate of incorporation, 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 as provided in the certificate of incorporation or the by-laws, and the transaction of such other business as may come before the meeting. The meeting may be held at the call of any director or, if directors are not designated in the certificate of incorporation, any incorporator who shall give at least five days' notice thereof by mail to each other director or incorporator, which notice shall set forth the time and place of the meeting. Notice need not be given to any director or incorporator who submits a signed waiver of notice before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him. If there are more than two directors or incorporators, a majority shall constitute a quorum and the act of the majority of those present at a meeting at which a quorum is present shall be the act of the directors or incorporators. For the purposes of this section an incorporator or director may act in person or by proxy signed by him or his attorney in fact.
(b) Any action permitted to be taken at an organization meeting may be taken without a meeting if each director or, if directors are not designated in the certificate of incorporation, each incorporator or his attorney-in-fact signs an instrument setting forth the action so taken.
(c) If a designated director or an incorporator dies or is for any reason unable to act, the other or others may act. If there is no designated director or incorporator able to act, any person for whom an incorporator is acting as agent may act in his stead, or if such other person also dies or is for any reason unable to act, his legal representative may act.
Last modified: February 3, 2019