Print Print
  • PART I ADMINISTRATION OF THE GOVERNMENT
  • TITLE XXII CORPORATIONS
  • CHAPTER 156B CERTAIN BUSINESS CORPORATIONS
  • Section 12 First meeting; by-laws; officers; consent to action; articles of organization

Section 12. One or more persons, of the age of eighteen years or more in the case of natural persons, may act as incorporators of a corporation to be formed under this chapter. Such incorporators shall hold a meeting at which by-laws shall be adopted, and the initial directors, a president, treasurer and clerk elected. At such meeting the incorporators may also elect or appoint any other officers and a resident agent as provided in section forty-nine and take any other action which might be taken by stockholders after the articles of organization have become effective.

Any action required or permitted to be taken at any meeting of the incorporators may be taken without a meeting if all the incorporators consent to the action in writing and the written consents are filed with the records of the corporation. Such consents shall be treated for all purposes as a vote at a meeting.

Articles of organization signed under the penalties of perjury by all of the incorporators shall be submitted to the state secretary. The articles of organization shall become effective when they are filed in accordance with section six, unless the articles of organization specify a later effective date not more than thirty days after the date of such filing, in which event the articles of organization shall become effective on such later date. The existence of the corporation shall begin when the articles of organization become effective. A certified statement of the fact of incorporation by the state secretary shall be conclusive evidence of incorporation.