reglab/housing_qa huggingface dataset:
MA Gen L ch 156b § 29 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 29 - Replacement of Certificates

Section 29. The directors of a corporation may, subject to section 8–405 of chapter one hundred and six and to the by-laws of the corporation, determine the conditions upon which a new certificate of stock or uncertificated shares may be issued in place of any certificate alleged to have been lost, mutilated or destroyed. They may, in their discretion, require the owner of a lost, mutilated or destroyed certificate, or his legal representative, to give a bond, sufficient in their opinion, with or without surety, to indemnify the corporation against any loss or claim which may arise by reason of the issue of the shares in place of such lost, mutilated or destroyed stock certificate.
MA Gen L ch 156b § 30 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 30 - Certificate for Stock Transferred as Collateral Security

Section 30. A pledgee of certificated stock transferred as collateral security shall be entitled to a new certificate if the instrument of transfer substantially describes the debt or duty which is intended to be secured thereby. Such new certificate shall express on its face that it is held as collateral security, and the name of the pledgor shall be stated thereon, who alone shall be liable as a stockholder, and entitled to vote thereon.
MA Gen L ch 156b § 31 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 31 - Unclaimed Dividends; Publication

Section 31. Every corporation shall, once in every five years, publish once each week for three successive weeks in a newspaper of general circulation in Boston, and also in a newspaper of general circulation in the county where the corporation has its principal office, a list of all dividends which have remained unclaimed for two years or more and the names and last known addresses of the persons to whose credit such dividends stand.
MA Gen L ch 156b § 32 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 32 - Location of Records; Stock and Transfer Records, Evidence, Exhibition or Refusal, Court Order

Section 32. The original, or attested copies, of the articles of organization, by-laws, and records of all meetings of incorporators and stockholders, and the stock and transfer records, which shall contain the names of all stockholders and the record address and the amount of stock held by each, shall be kept in the commonwealth by every corporation for inspection by its stockholders at its principal office or an office of its transfer agent or of its clerk or of its resident agent. Said copies and records need not all be kept in the same office. The corporation or its transfer agent shall keep all original instructions and copies of all initial transaction statements received or issued with respect to any of its uncertificated shares. Said stock and transfer records, said attested copies and records, said instructions and said copies of initial transaction statements shall be competent evidence in any court in the commonwealth. If any officer or agent of a corporation having charge of such copies or records refuses or neglects to exhibit them in legible form or to produce for examination a list of stockholders with the record address and amount of stock owned by each, he or the corporation shall be liable to any stockholder for all actual damages sustained by reason of such refusal or neglect, but in an action for damages or a proceeding in equity under this section for neglect or refusal to exhibit for inspection the stock and transfer records, it shall be a defence that the actual purpose and reason for the inspection sought are to secure a list of stockholders or other information for the purpose of selling said list or information or copies thereof or of using the same for a purpose other than in the interest of the applicant, as a stockholder, relative to the affairs of the corporation. The supreme judicial or superior court shall have jurisdiction in equity, upon application of a stockholder, to order any or all of said copies or records to be exhibited in legible form to him and to such other stockholders as may become parties to said petition, at such a place and time as may be designated in the order.
MA Gen L ch 156b § 32a (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 32a - Restrictions on Exercise, Transfer, Receipt or Holding of Rights or Options Issued by Corporations

Section 32A. The terms and conditions of any rights or options issued by the corporation, including those outstanding on the effective date of this section, may include, without limitation, restrictions or conditions that preclude or limit the exercise, transfer, receipt or holding of such rights or options by any person owning or offering to acquire a specified number or percentage of the outstanding stock or other securities of the corporation, or any transferees of any such persons, or that preclude or limit such actions based on such other factors, including the nature or identity of such persons, as the directors determine to be reasonable and in the best interests of the corporation. Nothing contained in this section shall affect the duties or standard of care of a director pursuant to section sixty-five of this chapter.
MA Gen L ch 156b § 33 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 33 - Annual Stockholders' Meeting

Section 33. There shall be an annual meeting of stockholders within six months after the end of the fiscal year of the corporation. The date, hour and place of the annual meeting and the manner of conducting it shall be fixed in or determined in the manner provided in the by-laws. In the event that no date for the annual meeting is established or said meeting has not been held on the date so fixed or determined, a special meeting in lieu of the annual meeting may be held with all of the force and effect of an annual meeting.
MA Gen L ch 156b § 34 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 34 - Special Stockholders' Meeting

Section 34. (a) Special meetings of the stockholders of a corporation not described in subsection (b) may be called by the president or by the directors, and shall be called by the clerk, or in the case of the death, absence, incapacity or refusal of the clerk, by another officer, upon written application of one or more stockholders who hold at least ten percent in interest of the capital stock entitled to vote thereat. In the event that none of the officers is able and willing to call a special meeting, the supreme judicial or superior court, upon application of one or more stockholders who hold at least ten percent in interest of the capital stock entitled to vote thereat, shall have jurisdiction to authorize one or more of such stockholders to call a meeting by giving such notice as is required by law.  (b) Special meetings of the stockholders of a corporation with a class of voting stock registered under the Securities Exchange Act of 1934, as amended, may be called by the president or by the directors and, unless otherwise provided in the articles of organization or by-laws, 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 hold at least forty percent in interest of the capital stock entitled to vote thereat. In case none of the officers is able and willing to call a special meeting, the supreme judicial or superior court, upon application of one or more stockholders who hold at least forty percent in interest, or such other percentage as shall be specified in the corporation's articles of organization or by-laws, of the capital stock entitled to vote thereat, shall have jurisdiction in equity to authorize one or more of such stockholders to call a meeting by giving such notice as is required by law.
MA Gen L ch 156b § 35 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 35 - Place of Stockholders' Meetings

Section 35. Meetings of stockholders shall be held within the commonwealth or, to the extent permitted by the articles of organization, elsewhere in the United States.
MA Gen L ch 156b § 36 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 36 - Notice of Stockholders' Meeting

Section 36. A written notice of the place, date and hour of all meetings of stockholders stating the purposes of the meeting shall be given by the clerk or an assistant clerk (or other person authorized by the by-laws or empowered pursuant to section thirty-four) at least seven days before the meeting to each stockholder entitled to vote thereat and to each stockholder who, under the articles of organization 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 in the records of the corporation.
MA Gen L ch 156b § 37 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 37 - Waiver of Notice

Section 37. Whenever notice of a meeting is required to be given a stockholder under any provision of this chapter or of the articles of organization or the by-laws, a written waiver thereof, executed before or after the meeting by such stockholder or his attorney thereunto authorized and filed with the records of the meeting, shall be deemed equivalent to such notice.
MA Gen L ch 156b § 38a (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 38a - Filing of Certificate

Section 38A. Following any change in the fiscal year previously adopted, a certificate of such change, signed under the penalties of perjury by the clerk or an assistant clerk, shall be filed with the state secretary.
MA Gen L ch 156b § 39 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 39 - Quorum

Section 39. Unless the articles of organization or by-laws otherwise provide, a majority in interest of all stock issued, outstanding and entitled to vote at a meeting shall constitute a quorum.
MA Gen L ch 156b § 40 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 40 - Voting by Corporation

Section 40. No corporation shall directly or indirectly vote any share of its own stock. Nothing in this section shall be construed as limiting the right of any corporation to vote shares of stock held directly or indirectly by it in a fiduciary capacity.
MA Gen L ch 156b § 41 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 41 - Stockholders' Voting Rights; Proxy Regulations

Section 41. Stockholders entitled to vote shall have one vote for each share of stock owned by them and a proportionate vote for a fractional share; provided that in corporations having two or more classes or series of stock, the voting powers of the different classes or series may be fixed in the manner provided by section thirteen or section twenty-six. Capital stock shall not be voted if any instalment of the subscription therefor has been duly demanded under section twenty-two and is overdue and unpaid. Stockholders may vote in person or by proxy. No proxy dated more than six months before the meeting named therein shall be valid and no proxy shall be valid after the final adjournment of such meeting. Notwithstanding the provisions of the fourth sentence, a proxy coupled with an interest sufficient in law to support an irrevocable power, including, without limitation, an interest in the shares or in the corporation generally, may be made irrevocable if it so provides, need not specify the meeting to which it relates, and shall be valid and enforceable until the interest terminates, or for such shorter period as may be specified in the proxy. A proxy with respect to stock held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the corporation receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a stockholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.
MA Gen L ch 156b § 41a (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 41a - Agreements for Voting Shares

Section 41A. An agreement between two or more stockholders or between one or more stockholders and one or more other persons, if in writing and signed by the parties thereto, whether or not such parties include all of the stockholders of the corporation, may provide that the shares held by such stockholders shall be voted under procedures set forth in said agreement.
MA Gen L ch 156b § 42 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 42 - Record Date; Closing Transfer Books

Section 42. The directors may fix in advance a time, which, unless a shorter period is provided in the articles of organization or the by-laws, shall be not more than sixty days before the date of any meeting of stockholders or the date for the payment of any dividend or the making of any distribution to stockholders or the last day on which the consent or dissent of stockholders may be effectively expressed for any purpose, as the record date for determining the stockholders having the right to notice of and to vote at such meeting and any adjournment thereof or the right to receive such dividend or distribution or the right to give such consent or dissent, and in such case only stockholders of record on such record date shall have such right, notwithstanding any transfer of stock on the books of the corporation after the record date; or without fixing such record date the directors may for any of such purposes close the transfer books for all or any part of such period.  If no record date is fixed and the transfer books are not closed:—  (1) The record date for determining stockholders having the right to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given.  (2) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors acts with respect thereto.
MA Gen L ch 156b § 43 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 43 - Consent in Lieu of Stockholders' Meeting; Effect

Section 43. Any action required or permitted to be taken at any meeting of the stockholders may be taken without a meeting if all stockholders entitled to vote on the matter consent to the action in writing and the written consents are filed with the records of the meetings of stockholders. Such consents shall be treated for all purposes as a vote at a meeting.
MA Gen L ch 156b § 44 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 44 - Exercise of Stockholders' Rights by Incorporators Prior to Stock Issuance

Section 44. Prior to the initial issue of stock by a corporation, the incorporators may exercise all rights of stockholders and take any action required or permitted by law, the articles of organization or the by-laws to be taken by stockholders.
MA Gen L ch 156b § 45 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 45 - Stockholders' Liability on Distribution Causing Insolvency

Section 45. Stockholders to whom a corporation makes any distribution, whether by way of dividend, repurchase or redemption of stock, or otherwise, except a distribution of stock of the corporation, if the corporation is, or is thereby rendered, insolvent shall be liable to the corporation for the amount of such distribution made, 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 of the amount paid or distributed to them respectively. A stockholder who pays on a judgment, or otherwise, more than his proportionate share of such distribution or excess shall have a claim for contribution against the other stockholders, which, unless otherwise provided in the articles of organization, shall be in proportion to the amounts so paid or distributed to them respectively.
MA Gen L ch 156b § 46 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 46 - Stockholder's Action; Qualifications of Plaintiff

Section 46. No stockholder shall institute or maintain any suit or proceeding in the right of the corporation against stockholders, directors or officers of the corporation as such, based on liability under this chapter or otherwise with respect to any alleged act or default of such stockholders, directors or officers unless the stockholder owned stock in the corporation at the time of the act or default complained of or his stock devolved upon him thereafter by operation of law from one who was a stockholder at such time.
MA Gen L ch 156b § 47 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 47 - Directors; Number; Election; Qualifications

Section 47. Except as reserved to the stockholders pursuant to section fifty-four, the business of every corporation shall be managed by a board of directors. The number of directors shall be fixed by or determined in the manner provided in the by-laws, but shall be not less than three, except that whenever there shall be only two stockholders the number of directors shall be not less than two and whenever there shall be only one stockholder or prior to the issuance of any stock, there shall be at least one director. Except as otherwise provided in sections fifty and fifty-two or in the articles of organization, the directors shall be elected at the annual meeting of the stockholders by such stockholders as have the right to vote thereon. The board of directors may be enlarged by the stockholders at any meeting or, if authorized by the by-laws, by vote of a majority of the directors then in office. Any elections of directors by stockholders shall be by ballot if so requested by any stockholder entitled to vote thereon. Unless required by the by-laws, no director need be a stockholder.
MA Gen L ch 156b § 48 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 48 - Election or Appointment of Officers; Qualifications; Bonds; Records of Proceedings

Section 48. The officers of every corporation shall consist of a president, a treasurer and a clerk and such other officers as the corporation by its by-laws shall authorize. Except as otherwise provided in the by-laws, the treasurer and the clerk shall be elected at the annual meeting of the stockholders by such stockholders as have the right to vote thereon, and the president shall be elected by the directors at their first meeting following the annual meeting of the stockholders. All other officers and agents shall be chosen or appointed in the manner provided in the by-laws or, in the absence of such provision, as may be determined by the directors. Any elections of officers by stockholders shall be by ballot if so requested by any stockholder entitled to vote thereon. Unless otherwise provided in the by-laws, the president shall be a director. Unless required by the by-laws, no officer need be a stockholder. The clerk shall be a resident of the commonwealth unless the corporation shall have a resident agent appointed pursuant to section forty-nine. Any officer may be required to give a bond for the faithful performance of his duties in such form and with such sureties as the by-laws may prescribe or as the directors may determine. The clerk or an assistant clerk shall record all proceedings of the stockholders in a book to be kept therefor and, unless another officer is designated in the by-laws, shall also record all proceedings of the directors in a book to be kept therefor.
MA Gen L ch 156b § 50 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156b - Certain Business Corporations|Section 50 - Term of Officers and Directors; Contingent Term; Vacancy

Section 50. Subject to the provisions of section fifty-one, the directors and the president, treasurer and clerk shall hold office until the next annual meeting and until their respective successors are chosen and qualified, provided that the articles of organization may require the division of the 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; and provided further that the articles of organization may require that the term of office of a director (or of an officer elected by stockholders) shall terminate upon the occurrence of an event or events specified in the articles of organization and may determine the manner, if any, by which any vacancy so created shall be filled.