District of Columbia Action of Incorporator to Adopt the Bylaws and Designate the Initial Directors of a Corporation
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How to fill out Action Of Incorporator To Adopt The Bylaws And Designate The Initial Directors Of A Corporation?
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FAQ
§ 55-10-20. (b) A corporation's shareholders may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors.
Corporate bylaws are legally binding rules that the board of directors adopts once a business incorporates. They lay out the day-to-day operating rules and procedures for a corporation. Establishing bylaws is an important task for the board of directors, helping them oversee the work and operation of the business.
Action by Incorporator is a document executed by the Incorporator of a Corporation, which is typically executed and effective immediately following the filing of the Corporation's. Articles of Incorporation or Certificate of Incorporation with the applicable Secretary of State.
An incorporator is a person or company that is responsible for incorporating a business; an incorporator is not necessarily the same as a corporation officer or director. Most states require you to provide the name and address of one or more incorporators.
A corporation may change its name by merely amending its charter in the manner prescribed by law. The change of name of the corporation does not result in dissolution. The changing of the name of a corporation is no more the creation of a corporation than the changing of the name of a natural person.
The statement of incorporator is a document signed by all of the incorporators, which sets out the actions taken at the meeting and passes all elements of control over the company to the initial directors. It is filed with the minute book of the corporation.
The incorporator typically executes a document called an Action of Incorporator (also called an Initial Action by the Sole Incorporator), in which the incorporator adopts bylaws for the corporation, sets the size of the board of directors, and elects the initial board of directors.
Bylaws will be adopted by your corporation's directors at their first board meeting or adopted by the Action of Incorporator and then adopted at the first board meeting. Each state has some form of a Business Corporation Act that governs the lawful operation of corporations and other business entities.
Each corporation customizes their own corporate bylaws, and every Delaware corporation has the right to adopt, amend and repeal its bylaws, per Delaware General Corporation Law §122(5). A Delaware corporation's bylaws should not be confused with its Articles of Incorporation.
Bylaws may be adopted, amended or repealed either by approval of the outstanding shares (Section 152) or by the approval of the board, except as provided in Section 212.
