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The Corporation > Where to Incorporate - Pg. 29

First Steps Action by Incorporator 29 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 certificate of incorporation (frequently your attorney's assistant) adopts the bylaws, appoints the first directors, and then resigns. At its first meeting, the board of directors should do the following: Appoint officers Authorize the issuance of stock to the founders Establish a bank account Authorize payment of expenses. At the same meeting, or soon thereafter, the board should: 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 Set a fiscal year Agree on tax status (C or S) If your board is far-flung, your state may allow what is known as an "action by unanimous written consent," which allows actions to be taken if all directors sign a document approving same. Shareholders' Agreement The shareholders' agreement establishes rules of ownership, most of which have to do with condi-