Lesson 7 of 13
Directors, bylaws and the organisational meeting
State approval creates the corporation. The organisational steps make it operational and governed.
The usual sequence
- Incorporator appoints the initial board of directors
- Board adopts bylaws
- Board elects officers, commonly a president, secretary and treasurer
- Board authorises the issuance of shares to founders
- Board approves opening a bank account and adopts a fiscal year
- Everything is recorded in minutes or a written consent and kept in the corporate records
What bylaws cover
- Board size, election, terms and removal
- Meeting notice, quorum and voting
- Officer roles and authority
- Share transfer procedures
- Indemnification of directors and officers
Bylaws are internal and are not filed with the state, but investors, banks and acquirers will ask to see them along with your minute book.
Want us to incorporate for you?
You can incorporate directly with the state using the steps in this course. If you would prefer, Gullia Filing prepares and files the Articles of Incorporation, supplies bylaws and organisational resolutions, obtains your EIN and acts as your registered agent.