If the persons who are to serve as directors until the first annual meeting of stockholders have not been named in the certificate of incorporation, the incorporator or incorporators, until the directors are elected, shall manage the affairs of the corporation and may do whatever is necessary and proper to perfect the organization of the corporation, including the adoption of the original bylaws of the corporation and the election of directors.
Structure Delaware Code
Chapter 1. GENERAL CORPORATION LAW
§ 101. Incorporators; how corporation formed; purposes.
§ 102. Contents of certificate of incorporation.
§ 104. Certificate of incorporation; definition.
§ 105. Certificate of incorporation and other certificates; evidence.
§ 106. Commencement of corporate existence.
§ 107. Powers of incorporators.
§ 108. Organization meeting of incorporators or directors named in certificate of incorporation.
§ 112. Access to proxy solicitation materials.
§ 113. Proxy expense reimbursement.
§ 114. Application of chapter to nonstock corporations.