reglab/housing_qa huggingface dataset:
MA Gen L ch 156d § 16.06 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 16.06 - Exception to Notice Requirement; Consequences of Inability to Deliver Notice

Section 16.06. EXCEPTION TO NOTICE REQUIREMENT; CONSEQUENCES OF INABILITY TO DELIVER NOTICE  (a) Whenever notice is required to be given under any provision of this chapter to any shareholder, the notice shall not be required to be given if:  (1) notice of 2 consecutive annual meetings, and all notices of meetings during the period between the 2 consecutive annual meetings, have been sent to the shareholder at the shareholder's address as shown on the records of the corporation and have been returned undeliverable; or  (2) all, but not less than 2, payments of dividends on securities during a 12–month period, or 2 consecutive payments of dividends on securities during a period of more than 12 months, have been sent to the shareholder at the shareholder's address as shown on the records of the corporation and have been returned undeliverable.  (b) If the shareholder shall deliver to the corporation a written notice setting forth the shareholder's then-current address, the requirement that notice be given to the shareholder shall be reinstated.  (c) If the corporation is unable to deliver notice to any shareholder to an address furnished by the shareholder for the purpose and the inability becomes known to the secretary or an assistant secretary of the corporation, the transfer agent or other person responsible for the giving of notice, the corporation shall take such action as shall be reasonable in the circumstances to inform the shareholder of the inability and to request the shareholder to furnish a new address for the receipt of notices. Attempting to contact the shareholder at such other address, if any, as the corporation may have for the shareholder is deemed reasonable. The corporation may continue to rely on the address last furnished by the shareholder for notice until it is furnished in writing a new address for notice. The failure of the corporation to take the action required by this subsection shall not invalidate any meeting or other action.
MA Gen L ch 156d § 16.20 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 16.20 - Financial Statement for Shareholders

Section 16.20. FINANCIAL STATEMENTS FOR SHAREHOLDERS  (a) A corporation shall furnish to its shareholders upon request annual financial statements, which may be consolidated or combined statements of the corporation and 1 or more of its subsidiaries, as appropriate, that include a balance sheet as at the end of the fiscal year, an income statement for that year and, if available, a statement of changes in shareholder equity for that year unless that information appears elsewhere in the financial statements. If prepared by the corporation, the corporation shall also furnish a statement of cash flows for that year. If financial statements are prepared by the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis. For purposes of this subsection, financial statements may consist of copies of federal tax returns or other comparable information which is reasonable under the circumstances in the case where the corporation does not prepare financial statements as described above.  (b) If the annual financial statements are reported upon by a public accountant, his report shall accompany those statements. If not, those statements shall be accompanied by a certificate of the president or the person responsible for the corporation's accounting records:  (1) stating his reasonable belief whether the statements were prepared in accordance with generally accepted accounting principles or, if not, describing the basis of preparation; and  (2) describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.  (c) A corporation shall deliver the annual financial statements, or a written notice of their availability, to each shareholder before the earlier to occur of the annual meeting of shareholders or 120 days after the close of the fiscal year. Thereafter, the corporation shall deliver its most recent financial statements upon the written request of any shareholder to whom the statements were not delivered.  (d) A corporation shall not be required to furnish its annual financial statements to a shareholder if it can demonstrate a proper corporate purpose for withholding information contained in those statements from that shareholder.
MA Gen L ch 156d § 16.21 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 16.21 - By-Law Amendments

Section 16.21. BY–LAW AMENDMENTS  If the board of directors of a corporation makes, amends or repeals any bylaw, the corporation shall report in writing the substance of the change to the shareholders entitled to vote on amending the bylaws, with or before the notice of the next shareholders meeting. Any bylaw adopted by the board of directors may be amended or repealed by the shareholders.
MA Gen L ch 156d § 16.22 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 16.22 - Annual Report for Secretary of State

Section 16.22. ANNUAL REPORT FOR SECRETARY OF STATE  (a) Each domestic corporation, and each foreign corporation authorized to transact business in the commonwealth, shall deliver to the secretary of state for filing an annual report that sets forth:  (1) the name of the corporation and the state or country under whose law it is incorporated;  (2) the address of its registered office and the name of its registered agent at that office in the commonwealth;  (3) the address of its principal office;  (4) the names and business addresses of its directors, officers required by section 8.40(a), and chief executive officer and chief financial officer, if different;  (5) A brief description of its activities in the commonwealth.  (6) the total number of authorized shares, itemized by class and series, if any, within each class;  (7) the total number of issued and outstanding shares, itemized by class and series, if any, within each class; and  (8) the fiscal year of the corporation.  (b) Information in the annual report shall be current as of the date the annual report is executed on behalf of the corporation.  (c) The annual report shall be delivered to the secretary of state within 2.5 months after the end of the fiscal year of the corporation.
MA Gen L ch 156d § 17.01 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 17.01 - Application to Existing Domestic Corporations

Section 17.01. APPLICATION TO EXISTING DOMESTIC CORPORATIONS  Except so far as such application may be inconsistent with (i) provisions still in force of any special acts of incorporation, enacted before March 11, 1831, and not subject to amendment, alteration or repeal by the general court, or (ii) chapter 156A applicable to professional corporations incorporated thereunder, this chapter shall apply to:  (1) all domestic corporations having capital stock whether established before or after the effective date of this chapter, either by general or special law, for the purpose of carrying on business for profit except corporations organized for the purpose of carrying on the business of a bank, savings bank, co-operative bank, trust company, credit union, surety or indemnity company, or safe deposit company, or for the purpose of carrying on within the commonwealth the business of an insurance company, railroad, electric railroad, street railway or trolley motor company, telegraph or telephone company, gas or electric light, heat or power company, canal, aqueduct or water company, cemetery or crematory company, any other corporations which on October 1, 1965 have or may thereafter have the right to take land within the commonwealth by eminent domain or to exercise franchises in public ways granted by the commonwealth or by any county, city or town, and corporations subject to chapter 157 and corporations subject to chapter 157A; and  (2) notwithstanding anything to the contrary in clause (1), all other corporations to which this chapter is made applicable by the express provisions of any other general or special law to the extent provided thereby.
MA Gen L ch 156d § 17.02 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 17.02 - Application to Qualified Foreign Corporations

Section 17.02. APPLICATION TO QUALIFIED FOREIGN CORPORATIONS  A foreign corporation authorized to transact business in the commonwealth on the effective date of this chapter is subject to this chapter but is not required to apply for new authority to transact business under this chapter.
MA Gen L ch 156d § 17.03 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 17.03 - Saving Provisions

Section 17.03. SAVING PROVISIONS  (a) Except as provided in subsection (b), the repeal of chapter 181 shall not affect:  (1) the operation of said chapter 181 or any action taken under it before its repeal;  (2) any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under said chapter 181 before its repeal;  (3) any violation of said chapter 181, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal; or  (4) any proceeding commenced under said chapter 181 before its repeal, and the proceeding may be completed in accordance with said chapter 181 as if it had not been repealed.  (b) If a penalty or punishment imposed for a violation of said chapter 181 is reduced by chapter 156D, the penalty or punishment if not already imposed shall be imposed in accordance with this chapter.
MA Gen L ch 156d § 17.04 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 17.04 - Severability

Section 17.04. SEVERABILITY  If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity shall not affect other provisions or applications of the chapter that can be given effect without the invalid provision or application, and to this end the provisions of the chapter are severable.
MA Gen L ch 156e § 1 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156e - Benefit Corporations|Section 1 - Short Title

Section 1. This chapter shall be known and may be cited as the Massachusetts Benefit Corporation Act.
MA Gen L ch 156e § 3 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156e - Benefit Corporations|Section 3 - Compliance With Chapters 156a and 156d; Authority of This Chapter Over Articles of Organization, Bylaws or Shareholder Agreement of Benefit Corporation

Section 3. (a) Except as otherwise provided in this chapter, a benefit corporation doing business in the commonwealth shall comply with all applicable laws regarding corporations, including chapters 156A and 156D. Chapter 156D shall apply to benefit corporations and they shall enjoy the powers and privileges and be subject to the duties, restrictions and liabilities of corporations organized under said chapter 156D except where inconsistent with this chapter. The existence of this chapter shall not excuse or exempt any business organized under the laws of the commonwealth from complying with all relevant laws and regulations in the commonwealth, except to the extent they are inconsistent with this chapter.  (b) The articles of organization, bylaws or shareholder agreement of a benefit corporation may not relax, be inconsistent with or supersede this chapter. A benefit corporation's articles of organization, bylaws or shareholder agreement that is inconsistent with this chapter shall be void and unenforceable under this subsection and shall not render the entirety or remaining provisions of the articles of organization, bylaws or shareholder agreement void or unenforceable.
MA Gen L ch 156e § 4 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156e - Benefit Corporations|Section 4 - Organization of Benefit Corporation

Section 4. A benefit corporation shall be organized under either chapter 156A or chapter 156D, as applicable, except that a benefit corporation's articles of organization shall make clear reference that it is a benefit corporation.
MA Gen L ch 156e § 5 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156e - Benefit Corporations|Section 5 - Election by Existing Corporation to Convert to Benefit Corporation

Section 5. An existing corporation organized under chapter 156A or chapter 156D may elect to become a benefit corporation by amending its articles of organization to include a statement that the corporation is a benefit corporation. In order to be effective, the amendment shall be adopted by at least the minimum status vote. Such amendment shall be treated as an amendment of the articles under clause (4) of subsection (a) of section 13.02 of said chapter 156D and the shareholders of the corporation shall be entitled to appraisal rights under sections 13.01 to 13.31, inclusive, of said chapter 156D.
MA Gen L ch 156e § 6 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156e - Benefit Corporations|Section 6 - Termination of Status as Benefit Corporation

Section 6. A benefit corporation may terminate its status as a benefit corporation and cease to be subject to this chapter by amending its articles of organization to delete the statement required by sections 4 and 5 that the corporation is a benefit corporation. In order to be effective, the amendment shall be adopted by at least the minimum status vote.
MA Gen L ch 156e § 7 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156e - Benefit Corporations|Section 7 - Prohibition Against Advertising as Benefit Corporation Without Full Compliance With This Chapter

Section 7. A business corporation organized under the laws of the commonwealth shall not hold itself out as, advertise itself as, or indicate in any way that it is a benefit corporation unless it was organized under and in full compliance with this chapter.
MA Gen L ch 156e § 8 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156e - Benefit Corporations|Section 8 - Creation for Benefit Corporation Resulting From Merger, Share Exchange or Conversion

Section 8. (a) An entity that is not a benefit corporation shall become a benefit corporation and shall be subject to this chapter if:  (1) the entity that is not a benefit corporation is a party to a merger or conversion or the entity that is not a benefit corporation is the exchanging corporation in a share exchange; and  (2) the surviving corporation in the merger, share exchange or conversion is to be a benefit corporation.  (b) In order to be effective, a plan of merger or share exchange subject to this section, shall be adopted by the minimum status vote.  (c) If a corporation that is not a benefit corporation is a party to a merger, share exchange or conversion in which the surviving or resulting corporation is a benefit corporation, the transaction shall be treated as if it were a conversion to nonprofit status for purposes of section 13.02 of chapter 156D and the shareholders of the corporation shall be entitled to appraisal rights under sections 13.01 to 13.31, inclusive, of said chapter 156D.
MA Gen L ch 156e § 9 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156e - Benefit Corporations|Section 9 - General Public Benefit; Specific Public Benefit

Section 9. (a) In addition to its purposes under chapter 156D as a business corporation, a benefit corporation shall have the purpose of creating general public benefit.  (b) The articles of organization of a benefit corporation may identify 1 or more specific public benefits that it is the purpose of the benefit corporation to create in addition to its purpose as a business corporation and under subsection (a). The identification of a specific public benefit under this subsection shall not limit the obligation of a benefit corporation under subsection (a).  (c) The creation of a general public benefit and a specific public benefit under subsections (a) and (b) shall be in the best interest of the benefit corporation.  (d) A benefit corporation may amend its articles of organization to add, amend or delete the identification of a specific public benefit under chapter 156D; provided, however, that the elimination of an optional specific public benefit shall not significantly diminish or eliminate the general public benefit required in this subsection.  (e) A professional corporation that is a benefit corporation shall not be in violation of section 3 of chapter 156A by having the purpose to create a general public benefit or a specific public benefit.
MA Gen L ch 156e § 10 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156e - Benefit Corporations|Section 10 - Board of Directors, Committees and Individual Directors; Consideration of Best Interests of Corporation; Non-Liability for Monetary Damages

Section 10. (a) In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board and individual directors of a benefit corporation:  (1) shall consider the effects of any action upon:  (i) the shareholders of the benefit corporation;  (ii) the employees and workforce of the benefit corporation, its subsidiaries and its suppliers;  (iii) the interest of customers or clients as beneficiaries of the general public benefit or specific public benefit purposes of the benefit corporation;  (iv) community and societal factors, including those of each community in which offices or facilities of the benefit corporation, its subsidiaries or its suppliers are located;  (v) the local, regional and global environment;  (vi) the short-term and long-term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the benefit corporation; and  (vii) the ability of the benefit corporation to accomplish its general public benefit purpose and any specific public benefit purpose; and  (2) may consider:  (i) the interests of the economy of the state, the region and the country under clause (3) of subsection (a) of section 8.30 of chapter 156D; or  (ii) other pertinent factors or the interests of any other group that they considerdeem appropriate.  (b) Directors shall consider the factors in clause (1) of subsection (a) using sound and reasonable judgment in determining corporate actions and the best interests of the benefit corporation. Directors shall not be required to give priority to the interests of a particular person or group referred to in clauses (1) or (2) of said subsection (a) over the interests of any other person or group unless the benefit corporation has stated in its articles its intention to give priority to certain interests related to its accomplishment of its general public benefit purpose or of a specific public benefit purpose identified in its articles.  (c) The consideration of interests and factors in the manner required by subsection (a) shall not constitute a violation of section 8.01 of chapter 156D.  (d) A director shall not be personally liable for monetary damages for:  (1) any action or inaction as a director if the director performed the duties of office in compliance with section 8.30 of chapter 156D and this section; or  (2) failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.  (e) A director shall not have a fiduciary duty to a person that is a beneficiary of the general or specific public benefit purposes of a benefit corporation arising from the status of the person as a beneficiary.
MA Gen L ch 156e § 12 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156e - Benefit Corporations|Section 12 - Officers; Consideration of Interests and Factors of Sec. 10, Subsec. (A); Non-Liability for Monetary Damages

Section 12. (a) Each officer of a benefit corporation shall consider the interests and factors described in clause (1) of subsection (a) of section 10 in the manner provided in said subsection (a) if:  (1) the officer has discretion to act with respect to a matter; and  (2) it reasonably appears to the officer that the matter may have a material effect on the creation of a general public benefit or a specific public benefit by the benefit corporation.  (b) The consideration of interests and factors in the manner described in clause (1) of subsection (a) shall not constitute a violation of section 8.41 of chapter 156D.  (c) An officer shall not be personally liable for monetary damages for:  (1) any action or inaction as an officer if the officer performed the duties of the position in compliance with chapter 156D and this section; or  (2) failure of the benefit corporation to pursue or create a general public benefit or a specific public benefit.  (d) An officer shall not have a fiduciary duty to a person that is a beneficiary of the general or specific public benefit purposes of a benefit corporation arising from the status of the person as a beneficiary.
MA Gen L ch 156e § 13 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156e - Benefit Corporations|Section 13 - Benefit Officer; Powers and Duties

Section 13. (a) A benefit corporation may have an officer designated as the benefit officer. A benefit officer shall have:  (1) the powers and duties relating to the purpose of the corporation to create a general public benefit or a specific public benefit provided:  (i) by the bylaws; or  (ii) absent controlling provisions in the bylaws, by resolutions or orders of the board of directors; and  (2) the duty to oversee and prepare the annual benefit report required by subsection (a) of section 15.  [There is no subsection (b).]