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Law: The Articles of Incorporation must either be signed by either: each of the company’s “Incorporator(s),” meaning the individual(s) undertaking the cooperative’s business until its initial Board of Directors is appointed; or by each of members of the cooperative’s Board of Directors, if they have been appointed, but not both Incorporators and Directors. If the Directors are filing and signing the Articles, they need to be named within them. [Cal. Corp. Code § 12300(a)-(b).] If the company’s Articles of Incorporation is being filed and signed by its initial Board of Directors, in addition to signing the Articles, they must also attach a signed, written “Declaration.” This Declaration must state that they are the individuals who are named in the Articles of Incorporation and have executed them. It must also state that the Articles are their “act and deed”. [Cal. Corp. Code § 12221(b).] Note: The board of directors must have at least three directors. [Cal. Corp. Code. § 12331(a)].

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