§ 405. Organization meeting.

(a) After the corporate existence has begun, an organization meeting
of the initial directors, or, if directors are not designated in the
certificate of incorporation, of the incorporator or incorporators,
shall be held within or without this state, for the purpose of adopting
by-laws, electing directors to hold office as provided in the
certificate of incorporation or the by-laws, and the transaction of such
other business as may come before the meeting. The meeting may be held
at the call of any director or, if directors are not designated in the
certificate of incorporation, any incorporator who shall give at least
five days' notice thereof by mail to each other director or
incorporator, which notice shall set forth the time and place of the
meeting. Notice need not be given to any director or incorporator who
submits a signed waiver of notice before or after the meeting, or who
attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to him. If there are more than two
directors or incorporators, a majority shall constitute a quorum and the
act of the majority of those present at a meeting at which a quorum is
present shall be the act of the directors or incorporators. For the
purposes of this section an incorporator or director may act in person
or by proxy signed by him or his attorney in fact.

(b) Any action permitted to be taken at an organization meeting may be
taken without a meeting if each director or, if directors are not
designated in the certificate of incorporation, each incorporator or his
attorney-in-fact signs an instrument setting forth the action so taken.

(c) If a designated director or an incorporator dies or is for any
reason unable to act, the other or others may act. If there is no
designated director or incorporator able to act, any person for whom an
incorporator is acting as agent may act in his stead, or if such other
person also dies or is for any reason unable to act, his legal
representative may act.