Mass. Gen. Laws ch. 156B, sec. 9 — MA Code / Part I / Title XXII / Chapter 156B / Section 9
Corporate powers; exceptions
Status: in_force

Section 9. Except as otherwise provided in its articles of organization, every corporation shall have power in furtherance of its corporate purposes: (a) to have perpetual succession in its corporate name, unless a period for its duration is limited by special law or in its articles of organization; (b) to sue and be sued; (c) to have a corporate seal, which it may alter at pleasure; (d) to elect or appoint directors, officers, employees and other agents, to fix their compensation and define their duties and obligations, and to indemnify such corporate personnel; (e) to purchase, receive, take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with, real or personal property, or any interest therein, wherever situated; (f) to sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage, pledge, encumber or create a security interest in, all or any of its property, or any interest therein, wherever situated; (g) to purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, employ, sell, lend, lease, exchange, transfer, or otherwise dispose of, mortgage, pledge, use and otherwise deal in and with, bonds and other obligations, shares, or other securities or interests issued by others, whether engaged in similar or different business, governmental, or other activities; (h) to make contracts, give guarantees and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage, pledge or encumbrance of, or security interest in, all or any of its property or any interest therein, wherever situated: (i) to lend money, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested; (j) to do business, carry on its operations, and have offices and exercise the powers granted by this chapter in any jurisdiction within or without the United States; (k) to make donations, irrespective of corporate benefit, for the public welfare or for community fund, hospital, charitable, religious, educational, scientific, civic or similar purposes, and in time of war or other national emergency in aid thereof; (l) to pay pensions, establish and carry out pension, profit-sharing, share bonus, share purchase, share option, savings, thrift and other retirement, incentive and benefit plans, trusts and provisions for any or all of its directors, officers and employees, and for any or all of the directors, officers and employees of any corporation, fifty per cent or more of the shares of which outstanding and entitled to vote on the election of directors are owned, directly or indirectly, by it; (m) to purchase, receive, take, or otherwise acquire, own, hold, sell, lend, exchange, transfer or otherwise dispose of, pledge, use and otherwise deal in and with its own shares; (n) to participate as a subscriber in the exchanging of insurance contracts specified in section ninety-four B of chapter one hundred and seventy-five; (o) to be an incorporator of other corporations of any type or kind; and (p) to have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is formed; provided that no such power shall be exercised in a manner inconsistent with this chapter or the general laws of the commonwealth.

Section 9. Except as otherwise provided in its articles of organization, every corporation shall have power in furtherance of its corporate purposes:

(a) to have perpetual succession in its corporate name, unless a period for its duration is limited by special law or in its articles of organization;

(b) to sue and be sued;

(c) to have a corporate seal, which it may alter at pleasure;

(d) to elect or appoint directors, officers, employees and other agents, to fix their compensation and define their duties and obligations, and to indemnify such corporate personnel;

(e) to purchase, receive, take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with, real or personal property, or any interest therein, wherever situated;

(f) to sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage, pledge, encumber or create a security interest in, all or any of its property, or any interest therein, wherever situated;

(g) to purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, employ, sell, lend, lease, exchange, transfer, or otherwise dispose of, mortgage, pledge, use and otherwise deal in and with, bonds and other obligations, shares, or other securities or interests issued by others, whether engaged in similar or different business, governmental, or other activities;

(h) to make contracts, give guarantees and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage, pledge or encumbrance of, or security interest in, all or any of its property or any interest therein, wherever situated:

(i) to lend money, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested;

(j) to do business, carry on its operations, and have offices and exercise the powers granted by this chapter in any jurisdiction within or without the United States;

(k) to make donations, irrespective of corporate benefit, for the public welfare or for community fund, hospital, charitable, religious, educational, scientific, civic or similar purposes, and in time of war or other national emergency in aid thereof;

(l) to pay pensions, establish and carry out pension, profit-sharing, share bonus, share purchase, share option, savings, thrift and other retirement, incentive and benefit plans, trusts and provisions for any or all of its directors, officers and employees, and for any or all of the directors, officers and employees of any corporation, fifty per cent or more of the shares of which outstanding and entitled to vote on the election of directors are owned, directly or indirectly, by it;

(m) to purchase, receive, take, or otherwise acquire, own, hold, sell, lend, exchange, transfer or otherwise dispose of, pledge, use and otherwise deal in and with its own shares;

(n) to participate as a subscriber in the exchanging of insurance contracts specified in section ninety-four B of chapter one hundred and seventy-five;

(o) to be an incorporator of other corporations of any type or kind; and

(p) to have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is formed; provided that no such power shall be exercised in a manner inconsistent with this chapter or the general laws of the commonwealth.