reglab/housing_qa huggingface dataset:
MA Gen L ch 156d § 6.30 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 6.30 - Shareholders' Preemptive Rights

Section 6.30. SHAREHOLDERS' PREEMPTIVE RIGHTS  (a) The shareholders of a corporation shall not have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of organization or any contract to which the corporation is a party so provides.  (b) For purposes of this section, ''shares'' include a security convertible into or carrying a right to subscribe for or acquire shares.
MA Gen L ch 156d § 6.31 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 6.31 - Corporation's Acquisition of Its Own Shares

Section 6.31. CORPORATION'S ACQUISITION OF ITS OWN SHARES  (a) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares.  (b) If the articles of organization prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired.
MA Gen L ch 156d § 7.01 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 7.01 - Annual Meeting

Section 7.01. ANNUAL MEETING  (a) A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws.  (b) Except as otherwise permitted by section 7.08, annual shareholders' meetings may be held within or without the commonwealth at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office.  (c) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws shall not affect the validity of any corporate action.  (d) Unless otherwise provided in the articles of organization, an annual meeting shall be held for the purpose of electing directors and such other purposes as are specified in the notice of the meeting, and only business within such purposes may be conducted at the meeting.
MA Gen L ch 156d § 7.02 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 7.02 - Special Meeting

Section 7.02. SPECIAL MEETING  (a) A corporation shall hold a special meeting of shareholders:  (1) on call of its board of directors or the person authorized to do so by the articles of organization or bylaws; or  (2) in the case of a corporation other than a public corporation, if the holders of at least 10 per cent, or such lesser percentage as the articles of organization permit, of all the votes entitled to be cast on any issue to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one or more written demands for the meeting describing the purpose for which it is to be held; or  (3) in the case of a public corporation, unless otherwise provided in the articles of organization or bylaws, if the holders of at least 40 per cent of all the votes entitled to be cast on any issue to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one or more written demands for the meeting describing the purposes for which it is to be held.  (b) If not otherwise fixed under section 7.03 or 7.07, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.  (c) Except for meetings held as permitted by section 7.08, special shareholders' meetings may be held in or out of the commonwealth at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.  (d) Only business within the purpose or purposes described in the meeting notice required by subsection (a) of section 7.05 may be conducted at a special shareholders' meeting.  (e) In the event an annual meeting is not held at the time stated in or fixed in accordance with the bylaws or the time for an annual meeting is not fixed in accordance with the bylaws to be held within 13 months after the last annual meeting was held, the corporation may designate a special meeting held thereafter in accordance with this section 7.02 as a special meeting in lieu of the annual meeting, and the meeting shall have all of the effect of an annual meeting.
MA Gen L ch 156d § 7.03 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 7.03 - Court-Ordered Meeting

Section 7.03. COURT–ORDERED MEETING  (a) The superior court of the county where a corporation's principal office or, if none in the commonwealth, its registered office is located may summarily order a meeting to be held:  (1) on application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held within the earlier of 6 months after the end of the corporation's fiscal year or 15 months after its last annual meeting; or  (2) on application of a shareholder who signed a demand for a special meeting valid under section 7.02, if:  (i) notice of the special meeting was not given within 30 days after the date the demand was delivered to the corporation's secretary or within such further time as the court may order under the circumstances; or  (ii) the special meeting was not held in accordance with the notice.  (b) The court may fix the time and place of the meeting, determine the voting groups entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting.
MA Gen L ch 156d § 7.04 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 7.04 - Action Without Meeting

Section 7.04. ACTION WITHOUT MEETING  (a) Action required or permitted by this chapter to be taken at a shareholders' meeting may be taken without a meeting if the action is taken either: (1) by all shareholders entitled to vote on the action; or (2) to the extent permitted by the articles of organization, by shareholders having not less than the minimum number of votes necessary to take the action at a meeting at which all shareholders entitled to vote on the action are present and voting. The action shall be evidenced by 1 or more written consents that describe the action taken, are signed by shareholders having the requisite votes, bear the date of the signatures of such shareholders, and are delivered to the corporation for inclusion with the records of meetings within 60 days of the earliest dated consent delivered to the corporation as required by this section.  (b) If not otherwise fixed under section 7.03 or 7.07, the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent under subsection (a).  (c) A consent signed under this section has the effect of a vote at a meeting and may be described as such in any document, except that if action is taken by the consent of less than all shareholders entitled to vote on the action, any document required to be filed under this chapter with respect to such action shall state that the action was taken by consent of the required number of shareholders and that any required notice has been given to other shareholders.  (d) If action is to be taken pursuant to the consent of voting shareholders without a meeting, the corporation, at least 7 days before the action pursuant to the consent is taken, shall give notice, which complies in form with the requirements of section 7.05, of the action (1) to nonvoting shareholders in any case where this chapter would require such notice if the action is to be taken pursuant to a vote by voting shareholders at a meeting, and (2) if the action is to be taken pursuant to the consent of less than all the shareholders entitled to vote on the matter, to all shareholders entitled to vote who did not consent to the action. The notice shall contain, or be accompanied by, the same material that, under this chapter, would have been required to be sent to shareholders in or with the notice of a meeting at which the action would have been submitted to the shareholders for approval.
MA Gen L ch 156d § 7.05 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 7.05 - Notice of Meeting

Section 7.05. NOTICE OF MEETING  (a) A written notice of the date, time, and place of each annual and special shareholders' meeting describing the purposes of the meeting shall be given to shareholders no fewer than 7 nor more than 60 days before the meeting date. Unless this chapter or the articles of organization require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.  (b) Unless the bylaws require otherwise, if an annual or special meeting of shareholders is adjourned to a different date, time or place, notice need not be given of the new date, time or place if the new date, time or place, if any, is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or shall be fixed under section 7.07, however, notice of the adjourned meeting shall be given under this section to persons who are shareholders as of the new record date.
MA Gen L ch 156d § 7.06 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 7.06 - Waiver of Notice

Section 7.06. WAIVER OF NOTICE  (a) A shareholder may waive any notice required by this chapter, the articles of organization, or the bylaws before or after the date and time stated in the notice. The waiver shall be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion with the records of the meeting.  (b) A shareholder's attendance at a meeting:  (1) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and  (2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
MA Gen L ch 156d § 7.07 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 7.07 - Record Date

Section 7.07. RECORD DATE  (a) Except as otherwise provided in section 7.03, the bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date. If a record date for a specific action is not fixed by the bylaws or the board of directors, and is not supplied by the section of this chapter dealing with that action, the record date shall be the close of business either on the day before the first notice is sent to shareholders, or, if no notice is sent, on the day before the meeting.  (b) A record date fixed under this section may not be more than 70 days before the meeting or action requiring a determination of shareholders.  (c) A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.  (d) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.
MA Gen L ch 156d § 7.08 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 7.08 - Meetings by Remote Communications; Remote Participation in Meetings

[Section impacted by 2020, 53, Sec. 15, as amended by 2021, 20, Secs. 3 and 4 effective April 3, 2020 and 2022, 22, Sec. 24, effective December 15, 2021 relating to conducting annual or special meetings of the shareholders solely by means of remote communication in order to address disruptions caused by the outbreak of COVID-19.]   Section 7. Section 7.08. MEETINGS BY REMOTE COMMUNICATIONS; REMOTE PARTICIPATION IN MEETINGS   Unless otherwise provided in the articles of organization or bylaws, if authorized by the board of directors: any annual or special meeting of shareholders need not be held at any place but may instead be held solely by means of remote communication, unless the corporation is a public corporation; and subject to such guidelines and procedures as the board of directors may adopt, shareholders and proxyholders not physically present at a meeting of shareholders may, by means of remote communications:   (1) participate in a meeting of shareholders; and   (2) be deemed present in person and vote at a meeting of shareholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that:   (i) the corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder;   (ii) the corporation shall implement reasonable measures to provide such shareholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and   (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.
MA Gen L ch 156d § 7.20 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 7.20 - Shareholders List for Meeting

Section 7.20. SHAREHOLDERS LIST FOR MEETING  (a) After fixing a record date for a shareholders' meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of the meeting. The list shall be arranged by voting group, and within each voting group by class or series of shares, and show the address of and number of shares held by each shareholder, but need not include an electronic mail address or other electronic contact information for any shareholder.  (b) The shareholders list shall be available for inspection by any shareholder, beginning 2 business days after notice is given of the meeting for which the list was prepared and continuing through the meeting:  (1) at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held; or  (2) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting.  If the meeting is to be held solely by means of remote communication, the list shall be made available on an electronic network. In the event the corporation determines or is required to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to shareholders of the corporation.  (c) A shareholder, his agent, or attorney is entitled on written demand to inspect and, subject to the requirements of section 16.02(c), to copy the list, during regular business hours and at his expense, during the period it is available for inspection.  (d) The corporation shall make the shareholders list available at the meeting, and any shareholder or his agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment.  (e) If the corporation refuses to allow a shareholder or his agent or attorney to inspect the shareholders list before or at the meeting, or copy the list as permitted by subsection (b), the superior court of the county where a corporation's principal office or, if none in the commonwealth, its registered office is located, on application of the shareholder, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.  (f) Refusal or failure to prepare or make available the shareholders list shall not affect the validity of action taken at the meeting.
MA Gen L ch 156d § 7.21 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 7.21 - Voting Entitlement of Shares

Section 7.21. VOTING ENTITLEMENT OF SHARES  (a) Except as provided in subsections (b) and (c) or unless the articles of organization provide otherwise, each outstanding share, regardless of class, is entitled to 1 vote on each matter voted on at a shareholders' meeting. Pursuant to subsection (c) of section 6.04 each fractional share is entitled to a proportional vote. Only shares are entitled to vote.  (b) Absent special circumstances, the shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by another entity of which the corporation owns, directly or indirectly, a majority of the voting interests.  (c) Subsection (b) shall not limit the power of a corporation to vote any shares, including its own shares, held by it, directly or indirectly, in a fiduciary capacity.  (d) Unless the articles of organization provide otherwise, redeemable shares are not entitled to vote after notice of redemption is given to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company or other financial institution under an irrevocable obligation to pay the holders the redemption price upon surrender of the shares.
MA Gen L ch 156d § 7.22 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 7.22 - Proxies

Section 7.22. PROXIES  (a) A shareholder may vote his shares in person or by proxy.  (b) A shareholder may appoint a proxy to vote or otherwise act for him by signing an appointment form, either personally or by his attorney-in-fact.  (c) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. Unless otherwise provided in the appointment form, an appointment is valid for a period of 11 months from the date the shareholder signed the form or, if it is undated, from the date of its receipt by the officer or agent, or for such shorter period as may be specified in the bylaws.  (d) An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include, without limitation, the appointment of:  (1) a secured party;  (2) a person who purchased or agreed to purchase the shares;  (3) a creditor of the corporation who extended it credit under terms requiring the appointment;  (4) an employee of the corporation whose employment contract requires the appointment; or  (5) a party to a voting agreement created under section 7.31.  (e) The death or incapacity of the shareholder appointing a proxy shall not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his authority under the appointment.  (f) An appointment made irrevocable under subsection (d) is revoked when the interest with which it is coupled is extinguished.  (g) A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if he did not know of its existence when he acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.  (h) Subject to section 7.24 and to any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.
MA Gen L ch 156d § 7.23 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 7.23 - Shares Held by Nominees

Section 7.23. SHARES HELD BY NOMINEES  (a) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee will be recognized by the corporation as the shareholder, to the extent provided in the procedure.  (b) The procedure may set forth:  (1) the types of nominees to which it applies;  (2) the rights or privileges that the corporation recognizes in a beneficial owner;  (3) the manner in which the procedure is selected by the nominee;  (4) a requirement for the certification by the nominee of the beneficial holders;  (5) the information that must be provided when the procedure is selected;  (6) the period for which selection of the procedure is effective; and  (7) other aspects of the rights and duties created.