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Documents Required > Documents Required - Pg. 23

First Steps Bylaws 23 Bylaws set out the nuts and bolts of a corporation's administrative functions. The bylaws establish, among other things: Where the corporation will be located. When, where, and how stockholders' meetings will occur. How stock certificates will be issued, paid for, and transferred. How many directors the corporation will have, what powers they will have, how they will be elected, and how and when they will meet. · Officer positions of the corporation, how they will be elected, what their powers will be. Action by Incorporator This is a simple, vital step that must be completed to effect incorporation. It can be done as soon as the COI is filed with the secretary of state. It is a short document in which whomever is named as the incorporator on the original COI (frequently your attorney's assistant) adopts the bylaws, appoints the first directors, and then resigns. At its first meeting, the board of directors should appoint officers, authorize the issuance of stock to the founders, establish a bank account, and authorize payment of expenses. At the same meeting, or soon thereafter, the board should do the following: · Adopt a standard non-disclosure agreement and other proprietary information forms for all em- ployees and consultants. · Draft an employee stock/option purchase plan (if applicable). · Adopt a restricted stock purchase agreement imposing vesting and a right of first refusal on employee stock/option grants. · · · ·