Corporate law in most states requires several steps in order to complete the formation of a corporation. After the Articles of Incorporation are filed which bring the corporation into existence, bylaws are prepared to further define the corporate structure. Then an "organizational meeting" of the incorporator(s) or the initial director(s) must be held to adopt the bylaws, elect the officers and approve various other actions to be taken. (The meeting will be held by the initial directors if they were named in the Articles of Incorporation; if not, then it will be held by the incorporator(s).) Instead of an actual meeting however, the incorporator(s) or initial directors can take action by unanimous written consent, if they all sign an "Organizational Consent." Use of the Consent method allows the organizers to comply with the formalities of the incorporation without having to provide notice of a meeting and then stage an actual "meeting" which might be attended by a very small number of people, even one. The Consent is used to give formal approval to the incorporation actions already taken and to direct the officers to take further actions which are deemed necessary to make the corporation fully functioning. |