Governance

Question 1

Instruments

Answer 1

1. Articles of incorporation—BD can amend the articles if no stock has been issued; if stock has been issued, then BD adopts the amendments and submits them to SHs for majority approval
2. Bylaws—lawful provisions for the management of C’s business and the regulation of its affairs, not inconsistent with the articles
3. Conflict between the articles and the bylaws—the articles control

Question 2

Organizational meeting

Answer 2

For appointment of Os, adoption of bylaws, and approval of contracts