reglab/housing_qa huggingface dataset:
MA Gen L ch 156d § 7.24 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 7.24 - Corporation's Acceptance of Votes

Section 7.24. CORPORATION'S ACCEPTANCE OF VOTES  (a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder.  (b) If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if:  (1) the shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;  (2) the name signed purports to be that of an administrator, executor, guardian, conservator or other fiduciary representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented;  (3) the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented;  (4) the name signed purports to be that of a secured party, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented;  (5) two or more persons are the shareholder as co-owners, cotenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners; or  (6) the corporation otherwise has a reasonable basis for believing that the signatory is, or has authority to sign for, the shareholder.  (c) The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubting the validity of the signature on it or the signatory's authority to sign for the shareholder.  (d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section shall not be liable to the shareholder for damages resulting from the acceptance or rejection.  (e) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.
MA Gen L ch 156d § 7.25 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 7.25 - Quorum and Voting Requirements for Voting Groups

Section 7.25. QUORUM AND VOTING REQUIREMENTS FOR VOTING GROUPS  (a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless otherwise provided in this chapter, or in the articles of organization, the bylaws or a resolution of the board of directors, as permitted by subsection (a) of section 7.27, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.  (b) A share once represented for any purpose at a meeting is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless:  (1) the shareholder attends solely to object to lack of notice, defective notice, or the conduct of the meeting on other grounds, and does not vote the shares or otherwise consent that they are to be deemed present; or  (2) in the case of an adjournment, a new record date is or shall be set for that adjourned meeting.  (c) If a quorum of a voting group exists, favorable action on a matter, other than the election of directors, is taken by a voting group if the votes cast within the group favoring the action exceed the votes cast opposing the action, unless either this chapter, or the articles of organization, the bylaws or a resolution of the board of directors, as permitted by subsection (a) of section 7.27, requires a greater number of affirmative votes.  (d) An amendment of the articles of organization or the bylaws affecting the quorum or voting requirement for a voting group is governed by section 7. 27 or section 10.21 respectively.  (e) The election of directors is governed by section 7.28.
MA Gen L ch 156d § 7.26 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 7.26 - Action by Single and Multiple Voting Groups

Section 7.26. ACTION BY SINGLE AND MULTIPLE VOTING GROUPS  (a) When a matter is to be voted upon by a single voting group, action on that matter is taken when voted upon by that voting group as provided in section 7.25.  (b) When a matter is to be voted upon by two or more voting groups, favorable action on that matter is taken only by the required vote of each of those voting groups counted separately, as provided in section 7.25. Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.
MA Gen L ch 156d § 7.27 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 7.27 - Greater or Lesser Quorum or Voting Requirements for Shareholders

Section 7.27. GREATER OR LESSER QUORUM OR VOTING REQUIREMENTS FOR SHAREHOLDERS  (a) The articles of organization, or a bylaw adopted in conformity to section 10.21, may provide for a greater or lesser quorum requirement for action by any voting group, or for a greater affirmative vote requirement, including additional separate voting groups, than is provided for by this chapter. Whenever authorized by this chapter, the board of directors may require for the approval of a matter submitted to a vote of the shareholders satisfaction of a greater quorum requirement for any voting group, or receipt of a greater affirmative vote of the shareholders, including more separate voting groups, than is required by this chapter or the articles or bylaws.  (b) If any provision of this chapter requires the affirmative vote of more than a majority of the shares in any voting group, the articles of organization may provide that favorable action may be taken by vote of a lesser proportion of shares than the chapter specifies, but not less than a majority of all the shares in the voting group eligible to vote on the matter.  (c) Action to approve an amendment to the articles of organization or bylaws that changes or deletes a quorum or voting requirement for action by shareholders must satisfy both the quorum and voting requirements then applicable for amendment of the articles or bylaws, as the case may be, and also the quorum and voting requirements sought to be changed or deleted.
MA Gen L ch 156d § 7.28 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 7.28 - Voting for Directors; Cumulative Voting

Section 7.28. VOTING FOR DIRECTORS; CUMULATIVE VOTING  (a) Unless otherwise provided in the articles of organization or bylaws, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.  (b) Shareholders do not have a right to cumulate their votes for directors unless the articles of organization so provide.  (c) A statement included in the articles of organization that ''a designated voting group of shareholders are entitled to cumulate their votes for directors'', or words of similar import, means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates.
MA Gen L ch 156d § 7.29 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 7.29 - Form of Shareholder Action

Section 7.29. FORM OF SHAREHOLDER ACTION  (a) Any vote, consent, waiver, proxy appointment or other action by a shareholder or by the proxy or other agent of any shareholder pursuant to any section of this chapter shall be considered given in writing, dated and signed as required by this chapter if, in lieu of any other means permitted by this chapter, it consists of an electronic transmission that sets forth or is delivered with information from which the corporation can determine (i) that the electronic transmission was transmitted by the shareholder, proxy or agent or by a person authorized to act for the shareholder, proxy or agent; and (ii) the date on which such shareholder, proxy, agent or authorized person transmitted the electronic transmission. The date on which the electronic transmission is transmitted shall be considered to be the date on which it was signed. The electronic transmission shall be considered received by the corporation if it has been sent to any address specified by the corporation for the purpose or, if no address has been specified, to the principal office of the corporation, addressed to the secretary or other officer or agent having custody of the records of proceedings of shareholders.  (b) Any copy, facsimile or other reliable reproduction of a vote, consent, waiver, proxy appointment or other action by a shareholder or by the proxy or other agent of any shareholder may be substituted or used in lieu of the original writing for any purpose for which the original writing could be used, but the copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.
MA Gen L ch 156d § 7.30 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 7.30 - Voting Trusts

Section 7.30. VOTING TRUSTS  (a) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust, which may include anything consistent with its purpose, and transferring their shares to the trustee. The trustee shall also sign the voting trust agreement and the shares transferred shall be registered in the name of the trustee. Promptly thereafter, the trustee shall prepare a list of the names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation's principal office.  (b) A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name. A voting trust is valid for the period as is specified in the trust agreement.  (c) All or some of the parties to a voting trust may extend it for additional terms by signing an extension agreement and obtaining the voting trustee's written consent to the extension. An extension is valid for such period as is specified in the extension agreement. The voting trustee shall deliver copies of the extension agreement and list of beneficial owners to the corporation's principal office. An extension agreement binds only those parties signing it.
MA Gen L ch 156d § 7.31 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 7.31 - Voting Agreements

Section 7.31. VOTING AGREEMENTS  (a) An agreement between 2 or more shareholders or between 1 or more shareholders and 1 or more other persons, if in writing and signed by the parties to the agreement, whether or not the parties include all of the shareholders of the corporation, may provide for the manner in which the parties who are shareholders will vote their shares. A voting agreement created under this section is not subject to section 7.30.  (b) A voting agreement is valid for such period as is specified in the agreement or in any extension agreement entered into by all or some of the parties to it. An extension agreement binds only those parties signing it.  (c) A voting agreement created under this section is specifically enforceable.
MA Gen L ch 156d § 7.40 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 7.40 - Subdivision Definitions

Section 7.40. SUBDIVISION DEFINITIONS  In this SUBDIVISION the following words shall have the following meanings unless the context requires otherwise:  ''Derivative proceeding'', a civil suit in the right of a domestic corporation or, to the extent provided in section 7.47, in the right of a foreign corporation.  ''Shareholder'' includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the beneficial owner's behalf.
MA Gen L ch 156d § 7.41 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 7.41 - Standing

Section 7.41. STANDING  A shareholder may not commence or maintain a derivative proceeding unless the shareholder:  (1) was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one who was a shareholder at that time; and  (2) fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.
MA Gen L ch 156d § 7.42 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 7.42 - Demand

Section 7.42. DEMAND  No shareholder may commence a derivative proceeding until:  (1) a written demand has been made upon the corporation to take suitable action; and  (2) 90 days have elapsed from the date the demand was made, or, if the decision whether to reject such demand has been duly submitted to a vote of the shareholders, not including the holders of those shares referred to in section 7.44(b)(3), within 60 days from the date when demand was made, 120 days have elapsed from the date the demand was made, unless in either case the shareholder has earlier been notified that the demand has been rejected by the corporation or irreparable injury to the corporation would result by waiting for the expiration of such 90–day or 120–day period.
MA Gen L ch 156d § 7.43 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 7.43 - Stay of Proceedings

Section 7.43. STAY OF PROCEEDINGS  If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for a period as the court considers appropriate.
MA Gen L ch 156d § 7.45 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 7.45 - Discontinuance or Settlement

Section 7.45. DISCONTINUANCE OR SETTLEMENT  A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's shareholders or a class of shareholders, the court shall direct that notice to be given to the shareholders affected.
MA Gen L ch 156d § 7.46 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 7.46 - Payment of Expenses

Section 7.46. PAYMENT OF EXPENSES  On termination of the derivative proceeding the court may:  (1) order the corporation to pay the plaintiff's reasonable expenses, including counsel fees, incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation; or  (2) order the plaintiff to pay any defendant's reasonable expenses, including counsel fees, incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose.
MA Gen L ch 156d § 7.47 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 7.47 - Applicability to Foreign Corporations

Section 7.47. APPLICABILITY TO FOREIGN CORPORATIONS  In any derivative proceeding in the right of a foreign corporation, the matters covered by this subdivision shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except for section 7.43, 7.45 and 7.46.
MA Gen L ch 156d § 8.01 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 8.01 - Requirement for and Duties of Board of Directors

Section 8.01. REQUIREMENT FOR AND DUTIES OF BOARD OF DIRECTORS  (a) Except as provided in section 7.32, each corporation shall have a board of directors.  (b) All corporate power shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, its board of directors, subject to any limitation set forth in the articles of organization or in an agreement authorized under section 7.32.
MA Gen L ch 156d § 8.02 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 8.02 - Qualifications of Directors

Section 8.02. QUALIFICATIONS OF DIRECTORS  The articles of organization or bylaws may prescribe qualifications for directors. A director need not be a resident of the commonwealth or a shareholder of the corporation unless the articles of organization or bylaws so prescribe.
MA Gen L ch 156d § 8.03 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 8.03 - Number and Election of Directors

Section 8.03. NUMBER AND ELECTION OF DIRECTORS  (a) A board of directors shall consist of 1 or more individuals, with the number specified in or fixed in accordance with the articles of organization or bylaws, but, unless otherwise provided in the articles of organization, if the corporation has more than 1 shareholder, the number of directors shall not be less than 3, except that whenever there shall be only 2 shareholders, the number of directors shall not be less than 2.  (b) If a board of directors has power to fix or change the number of directors, the board may increase or decrease the number of directors last approved by the shareholders.  (c) The articles of organization or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the shareholders or the board of directors. After shares are issued, only the shareholders may change the range for the size of the board or change from a fixed or a variable-range size board to the other.  (d) Directors shall be elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under section 8.06.
MA Gen L ch 156d § 8.04 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 8.04 - Election of Directors by Certain Classes of Shareholders

Section 8.04. ELECTION OF DIRECTORS BY CERTAIN CLASSES OF SHAREHOLDERS  If the articles of organization authorize dividing the shares into classes or series, the articles may also authorize the election of all or a specified number of directors by the holders of 1 or more authorized classes or series of shares. A class or series of shares entitled to elect 1 or more directors is a separate voting group for purposes of the election of directors.
MA Gen L ch 156d § 8.05 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 8.05 - Terms of Directors Generally

Section 8.05. TERMS OF DIRECTORS GENERALLY  (a) The terms of the initial directors of a corporation shall expire at the first shareholders' meeting at which directors are elected.  (b) The terms of all directors shall expire at the next annual shareholders' meeting following their election unless their terms are staggered under section 8.06.  (c) A decrease in the number of directors does not shorten an incumbent director's term.  (d) Unless otherwise provided in the articles of organization or a bylaw adopted by shareholders or required by section 8.06(e), the term of a director elected to fill a vacancy shall expire at the next shareholders' meeting at which directors are elected.  (e) Despite the expiration of a director's term, he shall continue to serve until his successor is elected and qualified or until there is a decrease in the number of directors.
MA Gen L ch 156d § 8.07 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 8.07 - Resignation of Directors

Section 8.07. RESIGNATION OF DIRECTORS  (a) A director may resign at any time by delivering written notice of resignation to the board of directors, its chairman, or to the corporation.  (b) A resignation is effective when the notice is delivered unless the notice specifies a later effective date.
MA Gen L ch 156d § 8.08 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 8.08 - Removal of Directors

Section 8.08. REMOVAL OF DIRECTORS  (a) Subject to subsection (b) of section 8.06 and except as otherwise provided in the articles of organization or bylaws, the shareholders may remove 1 or more directors with or without cause.  (b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him.  (c) If cumulative voting is authorized, a director may not be removed by the shareholders if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed by the shareholders only if the number of votes cast to remove him exceeds the number of votes cast not to remove him.  (d) A director may be removed for cause by the directors by vote of the greater of (1) a majority of the directors then in office or (2) the number of directors required by the articles of organization or bylaws to take action under section 8.24, but, if a director is elected by a voting group of shareholders, only the directors elected by that voting group may participate in the vote to remove him.  (e) A director may be removed by the shareholders or the directors only at a meeting called for the purpose of removing him and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.