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Solstice Industrial, Inc. is a domestic corporation formed by five incorporators who filed the articles of incorporation and held an organization meeting. At that meeting, the board of directors and officers were elected, and the corporation commenced operations. No formal by-laws were adopted, and none were filed with the SEC. After several shipments, Solstice signs a standing contract with Greenline Supplies for ongoing deliveries. Greenline later demands payment, contending that Solstice has no valid by-laws and that the officers lacked authority. (a) Identify the controlling doctrine that determines whether Solstice may act and be bound when by-laws are not properly adopted or filed. (b) Discuss whether Solstice may be treated as a de facto corporation, and what that status would mean for Greenline's claim. (c) If Solstice subsequently adopts by-laws and files them, discuss whether those by-laws affect or validate the prior transactions and the risks involved for Greenline and Solstice.