reglab/housing_qa huggingface dataset:
MA Gen L ch 156b § 51 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 51 - Removal of Officers and Directors

Section 51. Except as otherwise provided in the articles of organization or by-laws,  (a) directors and officers elected by stockholders, including persons elected by directors to fill vacancies in the board or in such offices, may be removed from their respective offices with or without cause by the vote of the holders of a majority of the shares entitled to vote in the election of directors or such officers, as the case may be, provided that the directors of a class elected by a particular class of stockholders and officers elected by a particular class of stockholders may be removed only by the vote of the holders of a majority of the shares of the particular class of stockholders entitled to vote for the election of such directors or officers, as the case may be;  (b) officers elected or appointed by the directors may be removed from their respective offices with or without cause by vote of a majority of the directors then in office;  (c) any director, and any officer elected by the stockholders, may be removed from his office for cause by vote of a majority of the directors then in office.  A director or officer may be removed for cause only after a reasonable notice and opportunity to be heard before the body proposing to remove him.
MA Gen L ch 156b § 52 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 52 - Filling Vacancies

Section 52. Unless the articles of organization provide otherwise, any vacancy in the board of directors, however occurring, including a vacancy resulting from the enlargement of the board, and any vacancy in any other office may be filled in the manner prescribed in the by-laws or, in the absence of such by-law, by the directors.
MA Gen L ch 156b § 53 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 53 - Certificate of Change in Officers or Directors; Forfeiture for Failure to File

Section 53. Whenever any change is made in the directors or in the president, treasurer or clerk of a corporation, the corporation shall forthwith file in the office of the state secretary a certificate of such change signed under the penalties of perjury by the clerk or an assistant clerk. Any corporation which omits to file a certificate as aforesaid within thirty days after such change has been made or shall fail to have either a clerk of the corporation who is a resident of the commonwealth or a resident agent appointed pursuant to section forty-nine shall forfeit not more than five hundred dollars to be recovered in the manner described by section one hundred and thirteen. If a corporation fails or refuses to file such a certificate within said thirty-day period following a change in the directors or in said officers, any director or officer involved in such change, or the personal representative of any deceased director or officer so involved, may evidence such change by filing a certificate thereof with the office of the state secretary, signed under the penalties of perjury, including a statement that a copy of the certificate has been delivered to the corporation or has been mailed to the principal office of the corporation, postage prepaid.
MA Gen L ch 156b § 54 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 54 - Powers of Directors

Section 54. The directors may exercise all the powers of the corporation, except such as by law, by the articles of organization or by the by-laws of the corporation are conferred upon or reserved to the stockholders.
MA Gen L ch 156b § 55 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 55 - Committees; Delegation of Powers

Section 55. If and to the extent authorized by its articles of organization or by its by-laws, a corporation may provide for an executive committee or other committees to be elected from and by its board of directors, and the directors may delegate to any such committee or committees some or all of their powers, except, however, the power  (a) to change the principal office of the corporation;  (b) to amend by-laws;  [There is no clause (c) or (d).]  (e) to elect officers required by this chapter to be elected by the stockholders or directors and to fill vacancies in any such offices;  (f) to change the number of the board of directors and to fill vacancies in the board of directors;  (g) to remove officers or directors from office;  (h) to authorize the payment of any dividend or distribution to shareholders;  (i) to authorize the reacquisition for value of stock of the corporation; or  (j) to authorize a merger pursuant to section eighty-two or section eighty-three.  Except as otherwise provided in the articles of organization or the by-laws, the directors may determine the manner of conducting committee business, whether at a meeting or otherwise, and the number of members required to constitute a quorum or required to take specified types of action. The designation of any such committee and the delegation of any authority thereto shall not operate to relieve the directors from any responsibility imposed upon them by law.
MA Gen L ch 156b § 56 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 56 - Meetings of Directors; Necessity of Notice

Section 56. Meetings of the directors may be held within or without the commonwealth. Unless otherwise provided by the by-laws, regular meetings of the directors, including the first meeting of the board following the annual meeting of the stockholders, may be held without notice if the time and place of such meetings are fixed by the by-laws or by the board. Special meetings of the directors shall be held only upon notice to the directors.
MA Gen L ch 156b § 57 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 57 - Quorum at Directors' Meeting

Section 57. Unless otherwise provided in the by-laws, the number of directors required to constitute a quorum shall be a majority of the directors then in office. If a quorum is present, a majority of the directors present may take any action on behalf of the board except to the extent that a larger number is required by law or the articles of organization or the by-laws.
MA Gen L ch 156b § 58 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 58 - Notice of Directors' Meeting

Section 58. The by-laws may prescribe what shall constitute proper notice of meetings of the directors. A notice or waiver of notice need not specify the purpose of any special meeting of the directors unless required by the by-laws. Notice of a meeting need not be given to any director, if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him.
MA Gen L ch 156b § 59 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 59 - Consent in Lieu of Directors' Meeting; Effect; Telephone Conference Meetings

Section 59. Unless the articles of organization or the by-laws otherwise provide, any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if all the directors consent to the action in writing and the written consents are filed with the records of the meetings of directors. Such consents shall be treated for all purposes as a vote at a meeting.  Unless the articles of organization or the by-laws otherwise provide, members of the board of directors of any corporation or any committee designated thereby may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.
MA Gen L ch 156b § 60 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 60 - Improper Stock Issue; Liability of Directors

Section 60. If stock of a corporation is issued for a consideration which does not comply with the requirements of sections eighteen or twenty-one, the directors who voted to authorize such issuance and the president and the treasurer of the corporation shall be jointly and severally liable to any stockholder to the extent of the actual damage sustained by such stockholder by reason of such issuance. Nothing in this section shall limit any liability imposed on such director or officer in respect of stock issued in contravention of any provision of the articles of organization.
MA Gen L ch 156b § 61 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 61 - Unauthorized Distributions; Liability of Directors

Section 61. Directors of a corporation who vote to authorize any distribution by the corporation to one or more of its stockholders, whether by way of a dividend, repurchase or redemption of stock, or otherwise, except a distribution of stock of the corporation, which is in violation of the corporation's articles of organization shall be jointly and severally liable to the corporation for the amount by which such distribution exceeds that which could have been made without violation of the corporation's articles of organization, but only to the extent such excess distribution is not repaid to the corporation. If the corporation is insolvent or is rendered insolvent by the making of any such distribution, whether or not in violation of the articles of organization, the directors who voted to authorize such distribution shall be jointly and severally liable to the corporation for the amount of such distribution made when the corporation is insolvent, or for the amount of such distribution which exceeds that which could have been made without rendering the corporation insolvent, but in either event only to the extent such distribution, or such excess, is not repaid to the corporation. In no event shall the directors who authorized any such distribution be liable under this section if such distribution could have been made without violating the articles of organization or rendering the corporation insolvent at the time when such distribution was authorized, although subsequent payment of such distribution or any part thereof causes such violation or insolvency.
MA Gen L ch 156b § 62 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 62 - Loans to Insiders; Liability of Officers and Directors

Section 62. The directors who vote for, and the officers who knowingly participate in, any loan of any assets of a corporation to any of its officers or directors shall be jointly and severally liable to the corporation for any portion of such loan which is not repaid unless a majority of the directors who are not direct or indirect recipients of such loan or the holders of a majority of the shares entitled to vote for directors which holders are not direct or indirect recipients of such loan, shall have approved or ratified the making of such loan as one which in the judgment of such directors or such holders may reasonably be expected to benefit the corporation.
MA Gen L ch 156b § 63 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 63 - False Statement or Report; Liability of Officers

Section 63. The directors and officers of a corporation who sign any statement or report required by this chapter which is false in any material representation shall be jointly and severally liable to any creditor of the corporation who has relied upon such false representation to the extent of the actual damage sustained by him by reason of such reliance; provided, that such directors and officers shall not be liable to any creditor on account of such false representation for debts contracted or contracts entered into after the filing of a statement or report in which such false representation is corrected.
MA Gen L ch 156b § 64 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 64 - False Articles; Liability of Officers and Incorporators

Section 64. The incorporators and officers of a corporation who sign any articles of organization, articles of amendment, or articles of consolidation or merger required by this chapter which are false in any material respect with regard to said corporation shall be jointly and severally liable to any stockholder of said corporation or of the resulting or surviving corporation, as the case may be, for the actual damage sustained by such stockholder by reason of reliance on such false statement, except that such incorporators and officers shall not be liable to any such stockholder by reason of reliance on such false statement occurring after the filing of corrected or amended articles of organization, articles of amendment, or articles of consolidation or merger in which such false statement is corrected.
MA Gen L ch 156b § 65 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 65 - Good Faith and Prudence as Defense

Section 65. A director, officer or incorporator of a corporation shall perform his duties as such, including, in the case of a director, his duties as a member of a committee of the board upon which he may serve, in good faith and in a manner he reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In determining what he reasonably believes to be in the best interests of the corporation, a director may consider the interests of the corporation's employees, suppliers, creditors and customers, the economy of the state, region and nation, community and societal considerations, and the long-term and short-term interests of the corporation and its stockholders, including the possibility that these interests may be best served by the continued independence of the corporation. In performing his duties, a director, officer or incorporator shall be entitled to rely on information, opinions, reports or records, including financial statements, books of account and other financial records, in each case presented by or prepared by or under the supervision of (1) one or more officers or employees of the corporation whom the director, officer or incorporator reasonably believes to be reliable and competent in the matters presented, or (2) counsel, public accountants or other persons as to matters which the director, officer or incorporator reasonably believes to be within such person's professional or expert competence, or (3) in the case of a director, a duly constituted committee of the board upon which he does not serve, as to matters within its delegated authority, which committee the director reasonably believes to merit confidence, but he shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance to be unwarranted. The fact that a director, officer or incorporator so performed his duties shall be a complete defense to any claim asserted against him, whether under sections sixty to sixty-four, inclusive, or otherwise, except as expressly provided by statute, by reason of his being or having been a director, officer or incorporator of the corporation.
MA Gen L ch 156b § 66 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 66 - Contribution

Section 66. Any director, officer or incorporator against whom a claim is successfully asserted under this chapter shall be entitled to contribution from the other directors or incorporators who voted for, and the other officers who participated in, the action upon which the claim is asserted, and who did not perform their duties in connection with the matter upon which the claim is asserted in accordance with the standards set forth in section sixty-five.
MA Gen L ch 156b § 67 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 67 - Indemnification of Officers and Directors

Section 67. Indemnification of directors, officers, employees and other agents of a corporation, and persons who serve at its request as directors, officers, employees or other agents of another organization, or who serve at its request in any capacity with respect to any employee benefit plan, may be provided by it to whatever extent shall be specified in or authorized by (i) the articles of organization or (ii) a by-law adopted by the stockholders or (iii) a vote adopted by the holders of a majority of the shares of stock entitled to vote on the election of directors. Except as the articles of organization or by-laws otherwise require, indemnification of any persons referred to in the preceding sentence who are not directors of the corporation may be provided by it to the extent authorized by the directors. Such indemnification may include payment by the corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he shall be adjudicated to be not entitled to indemnification under this section which undertaking may be accepted without reference to the financial ability of such person to make repayment. Any such indemnification may be provided although the person to be indemnified is no longer an officer, director, employee or agent of the corporation or of such other organization or no longer serves with respect to any such employee benefit plan.  No indemnification shall be provided for any person with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interest of the corporation or to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan.  The absence of any express provision for indemnification shall not limit any right of indemnification existing independently of this section.  A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or other agent of another organization or with respect to any employee benefit plan, against any liability incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability.
MA Gen L ch 156b § 68 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 68 - False Statement or Report; Domestic; Punishment

Section 68. Whoever knowingly makes, executes, files or publishes any report or statement required by law to be made, executed, filed or published by a corporation in this commonwealth, or whoever causes the same to be done, which report or statement is false in any material representation, shall be punished by a fine of not more than five thousand dollars or by imprisonment for not more than three years, or both.
MA Gen L ch 156b § 69 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 69 - False Statement or Report; Other State or Country; Punishment

Section 69. Whoever knowingly makes, executes or publishes any report or statement required by the law of another state or country to be made, executed, or published by a corporation, or whoever causes the same to be done, within this commonwealth, which report or statement is false in any material representation, shall be punished by a fine of not more than five thousand dollars or by imprisonment for not more than three years, or both.
MA Gen L ch 156b § 70 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 70 - Amendments Authorized by Majority Vote

Section 70. A corporation may authorize, at a meeting duly called for the purpose, an amendment of its articles of organization, by vote of a majority of each class of stock outstanding and entitled to vote thereon effecting any one or more of the following:  (a) an increase or a reduction of its capital stock of any class then authorized;  (b) a change of the par value of its authorized shares with par value or any class thereof;  (c) a change of its authorized shares with par value or any class thereof into any number of shares without par value, or the exchange thereof pro rata for any number of shares without par value;  (d) a change of its authorized shares without par value or any class thereof into a greater or lesser number of shares without par value, or the exchange thereof pro rata for a greater or lesser number of shares without par value;  (e) a change of its authorized shares with par value or any class thereof into a greater or lesser number of shares with par value, or the exchange thereof pro rata for a greater or lesser number of shares with par value;  (f) a change of its authorized shares without par value or any class thereof into any number of shares with par value, or the exchange thereof pro rata for any number of shares with par value;  (g) a change of its corporate name.  Any reference in this section to any change with respect to authorized shares shall be deemed to refer to and include both the unissued and the outstanding shares; provided, however, that any change which impairs or diminishes the preferences, voting powers, restrictions (including restrictions on transfer), qualifications, special or relative rights or privileges of any outstanding shares may be authorized only in accordance with the provisions of section seventy-one. The aggregate par value of shares becoming outstanding by virtue of any change or exchange effected pursuant to the provisions of this section or of section seventy-one shall not exceed the amount of capital shown on the balance sheet of the corporation with respect to the outstanding shares so changed or exchanged, plus the amount of any surplus which shall be appropriated to capital in connection with such change or exchange.