reglab/housing_qa huggingface dataset:
MA Gen L ch 156 § 21 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156 - Business Corporations|Section 21 - Management of Corporation

Section 21. The business of every corporation shall be managed and conducted by a president, a board of not less than three directors, a clerk, a treasurer and such other officers and such agents as the corporation by its by-laws shall authorize. The treasurer may be required to give a bond for the faithful performance of his duty in such sum and with such sureties as the by-laws may prescribe. The clerk, who shall be a resident of the commonwealth, shall be sworn and shall record all votes of the corporation in a book to be kept therefor.
MA Gen L ch 156 § 22 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156 - Business Corporations|Section 22 - Election or Appointment of Officers; Terms; Qualifications

Section 22. Except as otherwise provided in this and the following section, the directors, treasurer and clerk shall be elected annually by ballot, by such stockholders as have the right to vote, and the president shall be elected annually by and from the board of directors. All other agents and officers shall be chosen or appointed, and all vacancies filled, in the manner prescribed in the by-laws, or, in default of such by-law, by the board of directors. Every director, unless the by-laws otherwise provide, shall be a stockholder. The directors and other officers shall hold office for one year and until their successors are chosen and qualified, except that a corporation may, by its articles of organization or by an amendment to such articles adopted as provided in this chapter, divide its directors into classes and prescribe the tenure of office of the several classes and the class of stock by which each class of directors shall be elected; but no class shall be elected for a shorter period than one year or for a longer period than five years, and the term of office of at least one class shall expire in each year.
MA Gen L ch 156 § 23 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156 - Business Corporations|Section 23 - Manufacturing Corporations; Election of Directors by Employees

Section 23. A manufacturing corporation may provide by by-law for the nomination and election by its employees of one or more of them as members of its board of directors. All such elections shall be held at the works of the corporation on the day of the annual meeting, and the voting shall be by secret ballot. If less than a majority of those entitled to vote participate in the election there shall be no election, and the vacancy shall be filled as provided in the preceding section. A director elected by the employees shall have the same rights and powers and shall be subject to the same duties and responsibilities as a director elected by the stockholders.
MA Gen L ch 156 § 24 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156 - Business Corporations|Section 24 - Certificate of Changes; Submission to Secretary; Filing; Penalty

Section 24. Whenever any change is made in the officers of a corporation, except at the annual meeting, the corporation shall forthwith submit to the secretary a certificate of such change, signed and sworn to by the clerk. The secretary shall examine such certificate and if he finds that it conforms to the requirements of this chapter, he shall endorse his approval thereon and cause the same to be filed and preserved in book form convenient for and open to public inspection. Any corporation which fails to submit a certificate as aforesaid within thirty days after such change has been made, or which fails to keep a clerk of the corporation in this commonwealth, shall forfeit not more than five hundred dollars, to be recovered in the manner prescribed by section fifty-two.
MA Gen L ch 156 § 25 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156 - Business Corporations|Section 25 - Board of Directors; Powers

Section 25. The board of directors may exercise all the powers of the corporation, except such as are conferred by law, or by the by-laws of the corporation, upon the stockholders.
MA Gen L ch 156 § 26 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156 - Business Corporations|Section 26 - Executive Committee of Board; Duties

Section 26. A corporation may, by its by-laws, provide for an executive committee to be elected from and by its board of directors. To such committee may be delegated the management of the current and ordinary business of the corporation, and such other duties as the by-laws may prescribe.
MA Gen L ch 156 § 27 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156 - Business Corporations|Section 27 - Meetings of Board of Directors

Section 27. Meetings of the board of directors may be held within or without the commonwealth. Any meeting of the board shall be a legal meeting without notice if each director, by a writing filed with the records of the meeting, waives such notice.
MA Gen L ch 156 § 28 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156 - Business Corporations|Section 28 - Stockholders Meetings; Time; Place; Notice; Quorum; Waiver of Notice

Section 28. There shall be an annual meeting of the stockholders, and the time and place of holding it, and the manner of conducting it, shall be fixed by the by-laws; but it shall be held within ninety days after the end of the fiscal year of the corporation. All meetings of stockholders shall be held in the commonwealth. A written notice, stating the place, day and hour thereof, shall be given by the clerk, at least seven days before the meeting, to each stockholder entitled to vote thereat and to each stockholder who, under the agreement of association or any amendment thereof or under the by-laws, is entitled to such notice, by leaving such notice with him or at his residence or usual place of business, or by mailing it, postage prepaid, and addressed to such stockholder at his address as it appears upon the books of the corporation. Unless the by-laws otherwise provide, a majority in interest of all stock issued and outstanding and entitled to vote shall constitute a quorum. Notices of all meetings of stockholders shall state the purposes for which the meetings are called. No notice of the time, place or purpose of any regular or special meeting of the stockholders shall be required if every stockholder entitled to notice thereof, or his attorney thereunto authorized, by a writing which is filed with the records of the meeting, waives such notice.
MA Gen L ch 156 § 29 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156 - Business Corporations|Section 29 - Change in Date of Annual Meeting

Section 29. Whenever any change is made altering the date fixed in the by-laws for the annual meeting of a corporation, the corporation shall forthwith submit to the secretary a certificate of such change, signed and sworn to by the clerk of the corporation. The secretary shall examine such certificate and if he finds that it conforms to the requirements of this chapter, he shall endorse his approval thereon and cause it to be filed and preserved in book form convenient for reference and open to public inspection. Any corporation which fails to submit a certificate as aforesaid within thirty days after such a change has been made, shall forfeit not more than one hundred dollars, to be recovered in the manner prescribed by section fifty-two.
MA Gen L ch 156 § 30 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156 - Business Corporations|Section 30 - Special Meetings

Section 30. Special meetings of the stockholders may be called by the president or by a majority of the directors, and shall be called by the clerk, or in case of the death, absence incapacity or refusal of the clerk, by any other officer, upon written application of one or more stockholders who are entitled to vote and who hold at least one tenth part in interest of the capital stock entitled to vote at the meeting, stating the time, place and purpose of the meeting.
MA Gen L ch 156 § 31 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156 - Business Corporations|Section 31 - Corporate Voting of Own Shares

Section 31. No corporation shall, directly or indirectly, vote upon any share of its own stock.
MA Gen L ch 156 § 32 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156 - Business Corporations|Section 32 - Voting Rights; Proxies

Section 32. Stockholders entitled to vote shall, except as provided in sections two and four of chapter one hundred and fifty-seven, have one vote for each share of stock owned by them; provided, that in corporations having two or more classes of stock, the voting powers of the different classes may be fixed in the manner provided by section fourteen. Capital stock shall not be voted upon if any instalment of the subscription therefor which has been duly demanded under section eighteen is overdue and unpaid. Stockholders may vote either in person or by proxy. No proxy which is dated more than six months before the meeting named therein shall be accepted, and no such proxy shall be valid after the final adjournment of such meeting.
MA Gen L ch 156 § 33 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156 - Business Corporations|Section 33 - Certificates; Signatures; Seal; Limitations and Preferences

Section 33. Each stockholder shall be entitled to a certificate, in form conformable to section fifteen, which shall be signed by the president or a vice president and either the treasurer or an assistant treasurer of the corporation, shall be sealed with its seal and shall certify the number of shares, and the class thereof, owned by him in such corporation; but when any such certificate is signed by a transfer agent or transfer clerk and by a registrar and the registrar is not the same person, partnership, association, trust or corporation as the transfer agent or transfer clerk, the signature of the president or a vice president or of the treasurer or an assistant treasurer of the corporation, or both such signatures, or the seal of the corporation, or either or both such signatures and such seal, upon such certificate may be facsimile, and such certificate shall be as valid and effectual for all purposes as if signed by such officer or officers, or sealed with its corporate seal, as the case may be. Each certificate of stock, which by the agreement of association or amended agreement of association or, in the case of a corporation created by special law, by its articles of organization or by amendment is limited as to its voting rights or is preferred as to its dividend or as to its share of assets upon dissolution, shall have plainly written, printed or stamped thereon either a sufficient statement of such limitation or preference or a notification that its preferences, voting powers, restrictions and qualifications are fixed in the agreement of association or articles of organization or amendments filed in the office of the state secretary.
MA Gen L ch 156 § 34 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156 - Business Corporations|Section 34 - Replacement of Lost or Destroyed Certificates

Section 34. The directors of a corporation may, subject to section forty-two of chapter one hundred and fifty-five and to the by-laws of the corporation, determine the conditions upon which a new certificate of stock may be issued in place of any certificate alleged to have been lost or destroyed. They may, in their discretion, require the owner of a lost or destroyed certificate, or his legal representative, to give a bond with sufficient surety to the corporation in a sum not exceeding double the market value of the stock to indemnify the corporation against any loss or claim which may arise by reason of the issue of a certificate in place of such lost or destroyed stock certificate.
MA Gen L ch 156 § 35 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156 - Business Corporations|Section 35 - Reduction of Capital Stock; Services Rendered by Operatives; Liability; Disproportionate Payments by a Stockholder; Contribution

Section 35. The stockholders of a corporation which reduces its capital stock in violation of section forty-five shall be liable for the payment of the debts and contracts of the corporation existing at the time of such reduction to the extent of the amount withdrawn and paid to them respectively. The stockholders of a corporation shall also be liable for all money due to operatives for services rendered within six months before demand made upon the corporation and its neglect or refusal to make such payment. A stockholder who pays on a judgment or otherwise more than his proportion of any debt included in this section shall have a claim for contribution against the other stockholders.  Unless otherwise provided in the agreement of association, articles of organization or amendments thereof, such contribution, in the case of liability based on reduction of capital stock, shall be in proportion to the amounts so withdrawn and paid to them respectively, and in the case of any other liability under this section shall be in proportion to the amounts of stock held by them respectively at the time when their liability accrued, shares of stock with par value to be computed for this purpose at their par value as fixed at that time, and shares without par value to be computed at the value, at the time of issue, of the cash, property, services or expenses for which they were issued, but not including paid-in surplus.
MA Gen L ch 156 § 36 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156 - Business Corporations|Section 36 - Officers' Liability

Section 36. The president, treasurer and directors of every corporation shall be jointly and severally liable for all the debts and contracts of the corporation contracted or entered into while they are officers thereof if any stock is issued in violation of section fifteen, sixteen, forty-six B or forty-six D, or if any statement or report required by this chapter is made by them which is false in any material representation and which they know to be false; but directors who vote against such issue, and are recorded as so voting, shall not be so liable, and only the officers signing such statement or report shall be so liable; provided, that the officers signing a false report of condition shall be liable only for debts contracted and contracts entered into before the filing of the next subsequent report of condition, and only to persons who shall have relied upon such false report to their damage.
MA Gen L ch 156 § 37 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156 - Business Corporations|Section 37 - Directors' Liability

Section 37. The directors of every corporation shall be jointly and severally liable for the debts and contracts of the corporation in the following cases:  First. For declaring or assenting to a dividend if the corporation is, or thereby is rendered, bankrupt or insolvent, to the extent of such dividend.  Second. For debts contracted between the time of making or assenting to a loan to a stockholder or director and the time of its repayment, to the extent of such loan.  Directors who vote against declaring said dividend or who vote against making said loan shall not be liable as aforesaid.
MA Gen L ch 156 § 38 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156 - Business Corporations|Section 38 - Conditions to Liability; Enforcement of Liability

Section 38. A stockholder of a corporation shall be held liable for its debts and contracts under section thirty-five, and the president or treasurer, or a director of any such corporation, shall be held so liable under section thirty-six or thirty-seven, if the corporation has been duly adjudicated bankrupt. The president or treasurer, or a director, shall also be held so liable under section thirty-six or thirty-seven, if before a suit to enforce such liability is brought by a creditor of said corporation, a written demand by or on behalf of the creditor upon such corporation for the payment of his claim has been made, and said corporation has for ten days thereafter neglected to pay it. Except as above provided, no suit shall be maintained against a stockholder or officer for the debts or contracts of the corporation.  After such adjudication of bankruptcy, or after the said demand and neglect to pay the claim, the clerk, or other officer having charge of the records of such corporation, upon request of a creditor of the corporation or of his attorney, shall furnish to him a certified list of the names of all persons who were officers or stockholders in such corporation at the time when the liability to be enforced against them personally accrued. The supreme judicial or superior court shall have jurisdiction in equity to compel such list to be furnished. After an adjudication of bankruptcy or after the said demand and neglect to pay the claim, any creditor may file a bill in equity in the supreme judicial or superior court in behalf of himself and of such other creditors of the corporation, entitled to enforce their claims against the same defendants, as may join in the bill as plaintiffs, against it and all persons who are liable to the plaintiff as stockholders or officers for the recovery of the money due from the corporation to himself and to such other creditors for which the stockholders or officers may be personally liable by reason of any act or omission on the part of the corporation or any of the other defendants, setting forth the bankruptcy of the corporation, or the said demand and neglect to pay the claim, and the grounds upon which it is expected to charge the stockholders or officers personally.
MA Gen L ch 156 § 39 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156 - Business Corporations|Section 39 - Discontinuance of Suit; Non-Joinder of Persons Liable; Death of Defendant

Section 39. Such suit shall not be discontinued by the plaintiff except by order of the court after notice to other creditors. It shall not abate by reason of the non-joinder of persons liable as defendants, unless the plaintiff, after notice by plea or answer of their existence, unreasonably neglects to make them parties; nor shall it abate by reason of the death of a defendant, but his estate shall be liable in the hands of his executor or administrator, who may voluntarily appear, or who may be summoned by the plaintiff, to defend the suit.
MA Gen L ch 156 § 40 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156 - Business Corporations|Section 40 - Apportionment of Assessment

Section 40. Such sums as may be decreed to be paid by the stockholders in such suit shall be assessed upon them in the proportions fixed in section thirty-five with respect to claims for contribution; but a stockholder shall not be liable to pay a larger amount than the amount of stock held by him at the time when his liability accrued, shares of stock with par value to be computed for this purpose at their par value as fixed at that time and shares without par value to be computed at the value, at the time of issue, of the cash, property, services or expenses for which they were issued, but not including paid-in surplus.
MA Gen L ch 156 § 41 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156 - Business Corporations|Section 41 - Increase or Reduction of Capital Stock; Changes of Location; Change of Par Value of Capital Stock; Dissolution Proceedings

Section 41. Every corporation may, at a meeting duly called for the purpose, by the vote of a majority of all its stock, or, if two or more classes of stock have been issued, of a majority of each class outstanding and entitled to vote, authorize an increase or a reduction of its capital stock and determine the terms and manner of the disposition of such increased stock, or authorize such terms and manner of disposition to be determined in whole or in part by the board of directors or officers of the corporation, may authorize a change of the location of its principal office or place of business in this commonwealth or a change of the par value of the shares of its capital stock, or may authorize proceedings for its dissolution under section fifty of chapter one hundred and fifty-five. Such increased stock may in whole or in part be disposed of without being offered to the stockholders. Any corporation having authorized shares with par value may, at a meeting duly called for the purpose, by the vote of a majority of all its stock, or, if two or more classes of stock have been issued, of a majority of each class outstanding and entitled to vote, including in any event a majority of the outstanding stock of each class affected, change such shares or any class thereof into any number of shares without par value, or provide for the exchange thereof pro rata for any number of shares without par value; provided, that the preferences, voting powers, restrictions and qualifications of the outstanding shares so changed or exchanged shall not be otherwise impaired or diminished without the consent of the holders thereof; and provided, further, that the total authorized capital stock of such corporation shall not be less than one thousand dollars, for this purpose counting shares without par value as of a par value of one hundred dollars each.
MA Gen L ch 156 § 41a (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156 - Business Corporations|Section 41a - Change in Number of Shares Without Par Value

Section 41A. Any corporation having authorized shares without par value may, without increasing its capital, at a meeting duly called for the purpose, by vote of a majority of all its stock, or, if two or more classes of stock have been issued, of a majority of each class outstanding and entitled to vote, including in any event a majority of the outstanding stock of each class effected, change such shares or any class thereof into a greater number of shares without par value, or provide for the exchange thereof pro rata for a greater number of shares without par value; provided, that the preferences, voting powers, restrictions and qualifications of the outstanding shares so changed or exchanged shall not be otherwise impaired or diminished without the consent of the holders thereof.