Mass. Gen. Laws ch. 164, sec. 8C — MA Code / Part I / Title XXII / Chapter 164 / Section 8C
Restatement of articles of organization; adoption; submission to state secretary; filing; effective date
Status: in_force

Section 8C. Every corporation may authorize, at a meeting duly called for the purpose, by vote of a majority of each class of stock outstanding and entitled to vote thereon, a restatement of its articles of organization. The restated articles of organization may effect further amendments of the articles of organization; provided, however, that every such further amendment is lawfully adopted in accordance with the provisions of, and is authorized by, section eight or eight A. If the restated articles of organization only restate and do not amend the articles of organization, such restated articles may be authorized and adopted by the directors without a vote of the stockholders. Within sixty days after any meeting at which restated articles of organization have been adopted, or within thirty days after any necessary approval by the department, whichever is later, such restated articles, signed under the penalties of perjury by the president or any vice president and by the clerk and any assistant clerk, shall be submitted to the state secretary. Such restated articles of organization shall set forth all matter that would be required or permitted to be set forth in original articles of organization filed at the time of such meeting, other than the names and addresses of the incorporators, and shall indicate in a manner prescribed by the state secretary each amendment effected by such restated articles of organization. The restated articles of organization shall become effective when filed in accordance with section six of chapter one hundred and fifty-six B, unless the restated articles or the vote adopting the restated articles specify a later effective date not more than thirty days after such filing, in which event the restated articles of organization shall become effective on such later date. From and after the effective date thereof the restated articles of organization shall be deemed for all purposes to have superseded the original articles of organization, or other charter documents, and amendments, and shall constitute the articles of organization of the corporation.

Section 8C. Every corporation may authorize, at a meeting duly called for the purpose, by vote of a majority of each class of stock outstanding and entitled to vote thereon, a restatement of its articles of organization. The restated articles of organization may effect further amendments of the articles of organization; provided, however, that every such further amendment is lawfully adopted in accordance with the provisions of, and is authorized by, section eight or eight A. If the restated articles of organization only restate and do not amend the articles of organization, such restated articles may be authorized and adopted by the directors without a vote of the stockholders. Within sixty days after any meeting at which restated articles of organization have been adopted, or within thirty days after any necessary approval by the department, whichever is later, such restated articles, signed under the penalties of perjury by the president or any vice president and by the clerk and any assistant clerk, shall be submitted to the state secretary. Such restated articles of organization shall set forth all matter that would be required or permitted to be set forth in original articles of organization filed at the time of such meeting, other than the names and addresses of the incorporators, and shall indicate in a manner prescribed by the state secretary each amendment effected by such restated articles of organization.

The restated articles of organization shall become effective when filed in accordance with section six of chapter one hundred and fifty-six B, unless the restated articles or the vote adopting the restated articles specify a later effective date not more than thirty days after such filing, in which event the restated articles of organization shall become effective on such later date. From and after the effective date thereof the restated articles of organization shall be deemed for all purposes to have superseded the original articles of organization, or other charter documents, and amendments, and shall constitute the articles of organization of the corporation.