Organizational Meetings

(4) Filing the Articles with the Secretary of State and Filing the Fees
After the articles have been completed in accordance with the requirements, they must be filed in the appropriate state office. All states require payment of a filing fee. This is a prerequi¬site for the creation of a lawful corporation. Filing the articles with the secretary of state is in¬creasingly simple. The RMBCA required that articles be accepted for filing if they contain the minimal information required by the RMBCA: the document is typed or printed, sufficient copies are submitted,appropriate fees and franchise taxes are paid,and the corporate name is distin¬guishable on the secretary of state’s records.
2. Organizational Meetings
(1) The First Organizational Meeting
It is necessary to take formal steps to make the corporation an operating entity. A very im¬portant step is the first organizational meeting and the other organizational meetings. In some states, these meetings are held by the incorporators, and fn some other states, by the stockholde¬rs or the members of the board of directors listed or designated in the articles of incorporation.
The specific procedural steps usually taken at these meetings include:
a. The election of directors;
b. Adoption of by laws;
c. Designation of principal corporate office and any branch offices;
d. Adoption of the corporate seal and stock certificates;
e. Authorizing the issuance of stock;
f. Accepting payment of the required amount for commencement of business;
g. Designation of official corporate record books;
h. Adoption of a plan of the Internal Revenue Code;
i. Approval of the filing of the Articles of Incorporation;
j. Any other appropriate procedural requirements.
Under some statutes, these acts must be carried out before the corporation can legally con¬duct business, and these acts of functions should be performed in the state of incorporation. The articles of incorporation should be accepted by the board of directors, and the first meeting held for the purpose of organizing the corporation and election its officers within the limits of the state creating it.
(2) New Elected Board of Directors Holds the Meeting of the Board of Directors
This meeting will prove the Corporate Bylaws, and ratify or adopt the per - incorporate contracts entered into by the promoters with the investors, consultants, suppliers, clients and the employees,for purposes of corporate business; such as the Stock Subscription Agreements for corporate shareholders, acceptance of officers of their positions; acceptance of directors of their positions,and official share certificate template;resolution for Issued Shares,as well as resolu¬tion of initial issuing price of stocks.
3. Corporate by laws
The bylaws of a corporation prescribe the relationship of the rights and duties of the mem¬bers to the internal government of the corporation; establish the procedures, practices, and poli¬cies of the business operation; approve the rules for the management of the corporate affairs; and establish the rights and duties existing among the members. Bylaws are self - imposed rules to regulate the manner in which the corporation will function. They include all self - made regula¬tions of a corporation, but generally do not bind or affect the rights of third parties. Until re¬pealed, the bylaws are continuing rules for the government of the corporation and its officers, their function being to regulate the transaction of the incidental business of the corporation.
Bylaws differ from corporate resolutions in that a resolution applies to a single act of the corporation, while the bylaws govern only with reference to the rules which the directors and of¬ficers may pass for their government. Bylaws are valid if they are reasonable and calculated to carry into effect the objectives of the corporation. They cannot be in conflict with the general policy of the state or federal laws( see the reference of specimen of bylaw).
4. Records and Reports
' The records of a corporation include its articles of incorporation, its bylaws, the minutes of its meetings, the stock books, the books containing the account of its official activities, and the written evidence of its contracts and business transactions. Most statutes require the keeping of such books and records. Another requirement is that corporations make periodic statements or reports to the state agency that regulates corporations.
Stockholders have a right to inspect the books and records of corporations/subject to rea¬sonable company regulations.
5. De Jure (De Facto) Corporations and Corporation by Estoppel
(1 )De Jure Corporation
De Jure Corporation is one which has been regularly created in compliance with all re¬quirements and has the legal sanction and authority of the state behind it. It is, therefore, invul¬nerable to attack or to legal question. An association which has not complied with the statutory requirements,but which has actually operated as a corporation and held itself out to the general public as a corporation, is called a corporation in fact or a corporation de facto.
As a general rule, a corporation de facto exists when there has been an attempt to comply with the statutory requirements, but some irregularity or defect in compliance has occurred. This
type of corporation exists through the action as such, not through legal formation as a corpora¬tion. It is an apparent corporate organization where the individual members claim it is a valid corporation, but it is acting as such without the authoritative sanction of the law. It is an organi¬zation with color of law (as though it had followed the law) , exercising corporate rights and fran¬chises, and that status may not be challenged by anyone except the sovereign.
(2) Corporation by Estoppel
Corporation by Estoppel on the other hand, applies against someone who deals with a busi¬ness as if it were a corporation, irrespective of whether there was a good faith effort by the busi¬ness to incorporate. The person doing business with such an entity may later be estopped from arguing that it is not in fact a corporation, in an attempt to reach the assets of the incorporators. For the same reason, defendants who had acted as a corporation will be estopped from denying liability as a corporation when sued by a plaintiff who had relied on the defendant’s corporate form when dealing with the defendant.
(3 ) Differences between De facto Corporation and Corporation by Estoppel
Unlike a de facto corporation, the theory of corporation by estoppel only applies to contract claimants , not tort claimants, because contract claimant should have known the nature of the en¬tity with which they were doing business.