§ 10-33-25 — Organization

1. If the first board is not named in the articles, the incorporators may elect the first board
or may act as directors with all of the powers, rights, duties, and liabilities of directors,
until directors are elected.
2. After the issuance of the certificate of incorporation, the incorporators or the directors
named in the articles shall, within a reasonable time, either hold an organizational
meeting at the call of a majority of the incorporators or of the directors named in the
articles, or take written action, for the purposes of conducting activities and taking
actions necessary or appropriate to complete the organization of the corporation. If a
meeting is held, the person or persons calling the meeting shall give at least three
days' notice of the meeting to each incorporator or director named, stating the date,
time, and place of the meeting. Incorporators and directors may waive notice of an
organizational meeting in the same manner that a director may waive notice of
meetings of the board pursuant to subsection 5 of section 10-33-39.
10-33-26. Bylaws.
1. A corporation may, but need not, have bylaws. Bylaws may contain any provision
relating to the management or regulation of the affairs of the corporation consistent
with law or the articles, including:
a. The number of directors, and the qualifications, manner of election, powers,
duties, and compensation, if any, of directors;
b. The qualifications of members;
c. Different classes of membership;
d. The manner of admission, withdrawal, suspension, and expulsion of members;

e. Property, voting, and other rights and privileges of members;
f. The appointment and authority of committees;
g. The appointment or election, duties, compensation, and tenure of officers;
h. The time, place, and manner of calling, conducting, and giving notice of member,
board, and committee meetings, or of conducting mail ballots;
i. The making of reports and financial statements to members; or
j. The number establishing a quorum for meetings of members and the board.
2. Unless reserved by the articles to members with voting rights, initial bylaws may be
adopted by a majority of the incorporators or by the first board pursuant to section
10-33-25. Unless reserved by the articles to the members with voting rights, the power
to adopt, amend, or repeal the bylaws is vested in the board. The power of the board
is subject to the power of the members with voting rights exercisable in the manner
provided in subsection 3 to adopt, amend, or repeal bylaws adopted, amended, or
repealed by the board.
3. The bylaws may be amended in the manner provided in the articles or bylaws.
a. In the absence of such a provision, the following bylaws amendments are subject
to approval by the members with voting rights:
(1) Fixing a quorum for meetings of members;
(2) Prescribing procedures for:
(a) Removing directors;
(b) Filling vacancies in the board; and
(c) Fixing the number of directors or their classifications, qualifications, or
terms of office;
(3) Removing or adding members; or
(4) Increasing or decreasing the vote required for member action.
b. The board may adopt or amend a bylaw provision to increase the number of
directors with the approval of the members with voting rights.
4. Unless the articles or bylaws provide otherwise, at least fifty members with voting
rights or ten percent of the members with voting rights, whichever is less, may propose
a resolution for action by the members to adopt, amend, or repeal bylaws adopted,
amended, or repealed by the board.
a. The resolution must contain the provisions proposed for adoption, amendment, or
repeal.
b. The limitations and procedures for submitting, considering, and adopting the
resolution are the same as provided in section 10-33-15, for amendment of the
articles, except that board approval is not required.