reglab/housing_qa huggingface dataset:
MA Gen L ch 156d § 9.30 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 9.30 - Nonprofit Conversion

Section 9.30. NONPROFIT CONVERSION  (a) A domestic business corporation may become a domestic nonprofit corporation pursuant to a plan of nonprofit conversion.  (b) A domestic business corporation may become a foreign nonprofit corporation if the nonprofit conversion is permitted by the laws of the foreign jurisdiction. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of nonprofit conversion, the foreign nonprofit conversion shall be approved by the adoption by the domestic business corporation of a plan of nonprofit conversion in the manner provided in this subdivision. The laws of the foreign jurisdiction govern the effect of the foreign nonprofit conversion.  (c) The plan of nonprofit conversion shall include:  (1) the terms and conditions of the conversion;  (2) the manner and basis of reclassifying the shares of the corporation into memberships, if any, or securities, obligations, rights to acquire memberships or securities, cash, other property, or any combination of the foregoing;  (3) any desired amendments to the articles of organization of the corporation following its conversion; and  (4) if the domestic business corporation is to be converted into a foreign nonprofit corporation, a statement of the jurisdiction in which the corporation will be incorporated after the conversion.  The plan of nonprofit conversion may include any other provisions relating to the conversion that may be desired.  (d) The plan of nonprofit conversion may also include a provision that the plan may be amended before filing articles of nonprofit conversion, except that subsequent to approval of the plan by the shareholders it may not be amended to change:  (1) the amount or kind of memberships or securities, obligations, rights to acquire memberships or securities, cash, or other property to be received by the shareholders under the plan;  (2) the articles of organization as they will be in effect immediately following consummation of the conversion, except for changes permitted by section 10.05; or  (3) any of the other terms or conditions of the plan if the change would adversely affect any of the shareholders in any material respect.
MA Gen L ch 156d § 9.32 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 9.32 - Articles of Nonprofit Conversion

Section 9.32. ARTICLES OF NONPROFIT CONVERSION  (a) After a plan of nonprofit conversion providing for the conversion of a domestic business corporation to a domestic nonprofit corporation has been adopted and approved as required by this chapter, articles of nonprofit conversion shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles shall set forth:  (1) the name of the corporation immediately before the filing of the articles of nonprofit conversion and if that name does not satisfy the requirements of chapter 180 or the corporation desires to change its name in connection with the conversion, a name that satisfies the requirements of said chapter 180; and  (2) a statement that the plan of nonprofit conversion was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this chapter and the articles of organization.  (b) The articles of nonprofit conversion shall either contain all of the provisions that chapter 180 requires to be set forth in articles of organization of a domestic nonprofit corporation and any other desired provisions permitted by said chapter 180, or shall have attached articles of organization that satisfy the requirements of said chapter 180, except that in either case provisions that would not be required to be included in restated articles of organization of a domestic nonprofit corporation may be omitted.  (c) The articles of nonprofit conversion shall be delivered to the secretary of state for filing and shall take effect at the effective time provided in section 1.23.  (d) The resulting or surviving corporation shall file a copy of the articles of nonprofit conversion certified by the state secretary in the registry of deeds in each district within the commonwealth in which real property of the corporation is situated. The conversion shall be valid and effective in accordance with the terms of the plan of nonprofit conversion and the articles of nonprofit conversion delivered to the secretary of state pursuant to subsection (c) of section 9.32, notwithstanding any failure to make the filing.
MA Gen L ch 156d § 9.33 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 9.33 - Surrender of Charter Upon Foreign Nonprofit Conversion

Section 9.33. SURRENDER OF CHARTER UPON FOREIGN NONPROFIT CONVERSION  (a) Whenever a domestic business corporation has adopted and approved, in the manner required by this subdivision, a plan of nonprofit conversion providing for the corporation to be converted to a foreign nonprofit corporation, articles of charter surrender shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth:  (1) the name of the corporation;  (2) a statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign nonprofit corporation;  (3) a statement that the foreign nonprofit conversion was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this chapter and the articles of organization; and  (4) the corporation's new jurisdiction of incorporation.  (b) The articles of charter surrender shall be delivered by the corporation to the secretary of state for filing. The articles of charter surrender shall take effect on the effective time provided in section 1.23.
MA Gen L ch 156d § 9.35 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 9.35 - Abandonment of a Nonprofit Conversion

Section 9.35. ABANDONMENT OF A NONPROFIT CONVERSION  (a) Unless otherwise provided in a plan of nonprofit conversion of a domestic business corporation, after the plan has been adopted and approved as required by this chapter, and at any time before the nonprofit conversion has become effective, it may be abandoned by the board of directors without action by the shareholders.  (b) If a nonprofit conversion is abandoned under subsection (a) after articles of nonprofit conversion or articles of charter surrender have been filed with the secretary of state but before the nonprofit conversion has become effective, a statement that the nonprofit conversion has been abandoned in accordance with this section, executed by an officer or other duly authorized representative, shall be delivered to the secretary of state for filing before the effective date of the nonprofit conversion. The statement shall take effect upon filing and the nonprofit conversion shall be deemed abandoned and shall not become effective.
MA Gen L ch 156d § 9.40 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 9.40 - Foreign Nonprofit Domestication and Conversion

Section 9.40. FOREIGN NONPROFIT DOMESTICATION AND CONVERSION  A foreign nonprofit corporation may become a domestic business corporation if the domestication and conversion is permitted by the organic law of the foreign nonprofit corporation. The laws of the commonwealth shall govern the effect of converting to a domestic business corporation pursuant to this subdivision.
MA Gen L ch 156d § 9.41 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 9.41 - Articles of Domestication and Conversion

Section 9.41. ARTICLES OF DOMESTICATION AND CONVERSION  (a) After the conversion of a foreign nonprofit corporation to a domestic business corporation has been authorized as required by the laws of the foreign jurisdiction, articles of domestication and conversion shall be executed by any officer or other duly authorized representative. The articles shall set forth:  (1) the name of the corporation immediately before the filing of the articles of domestication and conversion and, if that name is unavailable for use in the commonwealth or the corporation desires to change its name in connection with the domestication and conversion, a name that satisfies the requirements of section 4.01;  (2) the jurisdiction of incorporation of the corporation immediately before the filing of the articles of domestication and conversion and the date the corporation was incorporated in that jurisdiction; and  (3) a statement that the domestication and conversion of the corporation in the commonwealth was duly authorized as required by the laws of the jurisdiction in which the corporation was incorporated immediately before its domestication and conversion in the commonwealth.  (b) The articles of domestication and conversion shall either contain all of the provisions that subsection (a) of section 2.02 requires to be set forth in articles of organization and any other desired provisions that subsection (b) of section 2.02 permits to be included in articles of organization, or shall have attached articles of organization. In either case, provisions that would not be required to be included in restated articles of organization may be omitted.  (c) The articles of domestication and conversion shall be delivered by the corporation to the secretary of state for filing and shall take effect at the effective time provided in section 1.23.  (d) The corporation shall file a copy of the articles of domestication and conversion certified by the state secretary in the registry of deeds in each district within the commonwealth in which real property of the corporation is situated. The domestication and conversion shall be valid and effective in accordance with the terms of the plan of domestication and conversion and the articles of domestication and conversion delivered to the secretary of state pursuant to subsection (c), notwithstanding any failure to make the filing.  (e) If the foreign nonprofit corporation is authorized to transact business in the commonwealth under this chapter, its authority shall be cancelled automatically on the effective date of its domestication and conversion.
MA Gen L ch 156d § 9.43 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 9.43 - Abandonment of a Foreign Nonprofit Domestication and Conversion

Section 9.43. ABANDONMENT OF A FOREIGN NONPROFIT DOMESTICATION AND CONVERSION  If the domestication and conversion of a foreign nonprofit corporation to a domestic business corporation is abandoned in accordance with the laws of the foreign jurisdiction after articles of domestication and conversion have been filed with the secretary of state, a statement that the domestication and conversion has been abandoned, executed by an officer or other duly authorized representative, shall be delivered to the secretary of state for filing. The statement shall take effect upon filing and the domestication and conversion shall be deemed abandoned and shall not become effective.
MA Gen L ch 156d § 9.51 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 9.51 - Plan of Entity Conversion

Section 9.51. PLAN OF ENTITY CONVERSION  (a) A plan of entity conversion shall include:  (1) a statement of the type of entity the surviving entity will be and, if it will be a foreign other entity, its jurisdiction of organization;  (2) the terms and conditions of the conversion;  (3) if the surviving entity will be an other entity, the manner and basis of converting the shares of the domestic business corporation into interests or other securities, obligations, rights to acquire interests or other securities, cash, other property, or any combination of the foregoing; and  (4) if the surviving entity will be a domestic business corporation, the manner and basis of converting the interests in the other entity into shares of the domestic business corporation, if any, or other securities, obligations, rights to acquire interests or other securities, cash, other property, or any combination of the foregoing; and  (5) the full text of the organic documents of the surviving entity, as they will be in effect immediately after consummation of the conversion.  The plan of entity conversion may include any other provisions relating to the conversion that may be desired.  (b) The plan of entity conversion may also include a provision that the plan may be amended prior to filing articles of entity conversion, except that subsequent to approval of the plan by the shareholders or by the holders of voting interests in the other entity the plan may not be amended to change:  (1) the amount or kind of shares or other securities, interests, obligations, rights to acquire shares, other securities or interests, cash, or other property to be received by the shareholders or interest holders under the plan;  (2) the organic documents that will be in effect immediately following the conversion, except for changes permitted by a provision of the organic law of the surviving entity comparable to section 10.05; or  (3) any of the other terms or conditions of the plan if the change would adversely affect any of the shareholders or the interest holders in any material respect.
MA Gen L ch 156d § 9.54 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 9.54 - Surrender of Charter Upon Conversion

Section 9.54. SURRENDER OF CHARTER UPON CONVERSION  (a) Whenever a domestic business corporation has adopted and approved, in the manner required by this subdivision, a plan of entity conversion providing for the corporation to be converted to a foreign other entity, articles of charter surrender shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth:  (1) the name of the corporation;  (2) a statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign other entity;  (3) a statement that the conversion was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this chapter and the articles of organization;  (4) the jurisdiction under the laws of which the surviving entity will be organized;  (5) if the surviving entity will be a nonfiling entity, the address of its executive office immediately after the conversion.  (b) The articles of charter surrender shall be delivered by the corporation to the secretary of state for filing. The articles of charter surrender shall take effect on the effective time provided in section 1.23.
MA Gen L ch 156d § 9.56 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 9.56 - Abandonment of an Entity Conversion

Section 9.56. ABANDONMENT OF AN ENTITY CONVERSION  (a) Unless otherwise provided in a plan of entity conversion of a domestic business corporation, after the plan has been adopted and approved as required by this chapter, and at any time before the entity conversion has become effective, it may be abandoned by the board of directors without action by the shareholders.  (b) If an entity conversion is abandoned after articles of entity conversion or articles of charter surrender have been filed with the secretary of state but before the entity conversion has become effective, a statement that the entity conversion has been abandoned in accordance with this section, executed by an officer or other duly authorized representative, shall be delivered to the secretary of state for filing before the effective date of the entity conversion. Upon filing, the statement shall take effect and the entity conversion shall be considered abandoned and shall not become effective.
MA Gen L ch 156d § 10.01 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 10.01 - Authority to Amend

Section 10.01. AUTHORITY TO AMEND  (a) A corporation may amend its articles of organization at any time to add or change a provision that is required or permitted in the articles of organization as of the effective date of the amendment or to delete a provision not required in the articles of organization.  (b) A shareholder of the corporation shall not have a vested property right resulting from any provision in the articles of organization, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.
MA Gen L ch 156d § 10.02 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 10.02 - Amendment Before Issuance of Shares

Section 10.02. AMENDMENT BEFORE ISSUANCE OF SHARES  If a corporation has not yet issued shares, its board of directors, or its incorporators if it has no board of directors, may adopt one or more amendments to the corporation's articles of organization.
MA Gen L ch 156d § 10.04 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 10.04 - Voting on Amendments by Voting Groups

Section 10.04. VOTING ON AMENDMENTS BY VOTING GROUPS  (a) The holders of the outstanding shares of a class or of a series of a class are entitled to vote as a separate voting group, whether or not shareholder voting is otherwise required by this chapter, on a proposed amendment to the articles of organization if the amendment would:  (1) increase or decrease the aggregate number of authorized shares of the class or the series;  (2) authorize an exchange or effect a reclassification of all or part of the shares of the class or series into shares of another class or series;  (3) authorize an exchange or create a right of exchange, or effect a reclassification, of all or part of the outstanding shares of another class or series into shares of the class or series;  (4) change the designation, or the stated rights, preferences or limitations of all or part of the shares of the class or the series;  (5) change all or part of the shares of the class or series into a different number of shares of the same class or series;  (6) increase the voting rights of the outstanding shares of another class or series relative to the voting rights of the subject class or series;  (7) increase directly the stated rights or preferences of the outstanding shares of another class or series with respect to distributions or to dissolution, to make them prior, superior, or substantially equal to the rights or preferences of the subject class or series, or do so indirectly by way of implementing an exchange or reclassification of the outstanding shares of the other class or series into shares of a third class or series;  (8) limit or deny an existing preemptive right of all or part of the outstanding shares of the class or series; or  (9) cancel or otherwise affect interests in distributions or dividends that have accumulated but not yet been declared on all or part of the outstanding shares of the class or series.  (b) If a proposed amendment that entitles the holders of 2 or more classes or series of shares to vote as separate voting groups under this section would affect those 2 or more classes or series in the same or a substantially similar way, the holders of shares of all the classes or series so affected shall vote together as a single voting group on the proposed amendment, unless otherwise provided in the articles of organization or required by the board of directors.  (c) A class or series of shares is entitled to the voting rights granted by this section although the articles of organization provide that the shares are nonvoting shares.
MA Gen L ch 156d § 10.05 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 10.05 - Amendment by Board of Directors

Section 10.05. AMENDMENT BY BOARD OF DIRECTORS  Unless the articles of organization provide otherwise, a corporation's board of directors may adopt amendments to the corporation's articles of organization without shareholder approval:  (1) to extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;  (2) if the corporation has only one class of shares outstanding:  (a) to change each issued and unissued authorized share of the class into a greater number of whole shares of that class; or  (b) to increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend;  (3) to change the corporate name by substituting the word ''corporation,'' ''incorporated,'' ''company,'' ''limited,'' or the abbreviation ''corp.,'' ''inc.,'' ''co.,'' or ''ltd.,'' for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name;  (4) to reflect a reduction in authorized shares, as a result of the operation of subsection (b) of section 6.31, when the corporation has acquired its own shares and the articles of organization prohibit the reissue of the acquired shares;  (5) to delete a class or series of shares from the articles of organization, as a result of the operation of subsection (b) of section 6.31 or of the conversion of the shares, when there are no remaining shares of the class or series because the corporation has acquired all shares of the class or series, or all shares of the class or series have been converted into other securities, and the articles of organization prohibit the reissue of the acquired or converted shares; or  (6) to make any change expressly permitted by section 6.02 to be made without shareholder approval.
MA Gen L ch 156d § 10.06 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 10.06 - Articles of Amendment

Section 10.06. ARTICLES OF AMENDMENT  After an amendment to the articles of organization has been adopted and approved in the manner required by the chapter and by the articles of organization, the corporation shall deliver to the secretary of state for filing articles of amendment setting forth:  (1) the name of the corporation;  (2) the text of each amendment adopted;  (3) if an amendment authorizes an exchange, or effects a reclassification or cancellation, of issued shares, provisions for implementing that action unless contained in the amendment itself;  (4) the date of each amendment's adoption;  (5) if an amendment:  (a) was adopted by the incorporators or board of directors without shareholder approval, a statement that the amendment was duly approved by the incorporators or by the board of directors, as the case may be, and that shareholder approval was not required;  (b) required approval by the shareholders, a statement that the amendment was duly approved by the shareholders in the manner required by this chapter and by the articles of organization.