§ 12316 Incorporators Organizational Powers

Corporations Code·California

AI SummaryVerified

This law lets the people who start a corporation (the incorporators) handle any needed steps to get the company organized if the original directors weren't listed in the paperwork, including setting up bylaws and picking directors until the directors are actually elected.

Key Takeaways

•Incorporators can act when the articles don't name initial directors.
•They may adopt or change bylaws to organize the corporation.
•They can elect directors and officers temporarily until a formal election occurs.

Example

A group of friends incorporates a small nonprofit but forgets to list any directors in the filing.

Because no directors were named, the incorporators can adopt temporary bylaws and vote in interim directors to get the organization up and running until the proper board is chosen.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source

View on CA.gov

§ 12316 Incorporators Organizational Powers

If initial directors have not been named in the articles of incorporation, the incorporators may do whatever is necessary and proper to perfect the organization of the corporation, including the adoption and amendment of bylaws of the corporation and the election of directors and officers, until the directors are elected. (Added by Stats. 1983, Ch. 792, Sec. 11.)

Last verified: January 10, 2026

Key Terms

initial directors articles of incorporation incorporators bylaws directors and officers

References

Official text at leginfo.legislature.ca.gov
California Legislature. Corporations Code. Section 12316.

§ 12316 Incorporators Organizational Powers

Corporations Code·California

AI SummaryVerified

§ 12316 Incorporators Organizational Powers

Key Takeaways

•Incorporators can act when the articles don't name initial directors.
•They may adopt or change bylaws to organize the corporation.
•They can elect directors and officers temporarily until a formal election occurs.

Example

A group of friends incorporates a small nonprofit but forgets to list any directors in the filing.

Because no directors were named, the incorporators can adopt temporary bylaws and vote in interim directors to get the organization up and running until the proper board is chosen.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source

View on CA.gov

§ 12316 Incorporators Organizational Powers

Last verified: January 10, 2026

Key Terms

initial directors articles of incorporation incorporators bylaws directors and officers

References

Official text at leginfo.legislature.ca.gov
California Legislature. Corporations Code. Section 12316.

Key Takeaways

Example

Key Terms

Related Statutes

References

Key Takeaways

Example

Key Terms

Related Statutes

References