Articles control over bylaws Articles give the corporation is authority to operate. Bylaws govern day to day affairs, but cannot exceed scope of articles. Characteristics Pre-Incorporation Contracts Defective Incorporation Ultra Vires Doctrine The Objective of the Corporation Characteristics Pre-Incorporation Contracts Defective Incorporation Ultra Vires Doctrine The Objective of the Corporation Corporate Structure Special Problems of Close Corporations Corporate Form Corporate Structure Special Problems of Close Corporations Corporate Organization and Management