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2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 71 - Amendment of Articles of Organization; Authorization by Corporation

Section 71. A corporation may, subject to the provisions of section eight, authorize, at a meeting duly called for the purpose, by vote of two-thirds of each class of stock outstanding and entitled to vote thereon or, if the articles of organization so provide, by vote of a lesser proportion but not less than a majority of each class of stock outstanding and entitled to vote thereon, any amendment of its articles of organization; provided, only, that any provision added to or changes made in its articles of organization by such amendment could have been included in, and any provision deleted thereby could have been omitted from, original articles of organization filed at the time of such meeting. For the purpose of this section, if any such amendment would adversely affect the rights of any class of stock, the vote in the proportion provided for in or pursuant to this section of such class, voting separately, shall also be necessary to authorize such amendment. Any series of a class which is adversely affected in a manner different from other series of the same class shall, together with any other series of the same class adversely affected in the same manner, be treated as a separate class under this section.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 72 - Articles of Amendment; Filing; Time Effective

Section 72. After any meeting at which any amendment of the articles of organization has been adopted, articles of amendment signed under the penalties of perjury by the president or any vice president and by the clerk or assistant clerk, setting forth such amendment and the due adoption thereof, shall be submitted to the state secretary. The amendment shall become effective when the articles of amendment are filed in accordance with section six, unless said articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment shall become effective on such later date.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 73 - Amendment on Reorganization

Section 73. (a) Any corporation, a plan of reorganization of which, pursuant to the provisions of any applicable statute of the United States relating to reorganizations of corporations, has been or shall be confirmed by the decree or order of a court of competent jurisdiction, may put into effect and carry out the plan and the decrees and orders of the court relative thereto and may take any proceeding and do any act provided in the plan or directed by such decrees and orders, without further action by its directors or stockholders. Such power and authority may be exercised, and such proceedings and acts may be taken, as may be directed by such decrees or orders, by the trustee or trustees of such corporation appointed by the court in the reorganization proceedings (or a majority thereof), or if none be appointed and acting, by designated officers of the corporation, or by a master or other representative appointed by the court, with like effect as if exercised and taken by unanimous action of the directors and stockholders of the corporation.
(b) Such corporation may, in the manner provided in subsection (a), but without limiting the generality or effect of the foregoing, alter, amend or repeal its by-laws; constitute or reconstitute and classify or reclassify its board of directors, and name, constitute or appoint directors and officers in place of or in addition to all or some of the directors or officers then in office; amend its articles of organization, and make any change in its authorized and issued capital stock, or any other amendment, change, or alteration, or provision, authorized by this chapter; be dissolved, transfer all or part of its assets or merge or consolidate as permitted by this chapter; in no such case, however, shall any stockholder have any statutory right to demand payment for his stock.
(c) Articles of amendment made by such corporation pursuant to the foregoing provisions of this section shall be signed under the penalties of perjury by the person or persons authorized by the court, in accordance with the provisions of subsection (a) and submitted to the state secretary. The amendment shall become effective when the articles of amendment are filed in accordance with section six, unless said articles specify a later effective date not more than thirty days after such filing, in which event the amendment shall become effective on such later date.
(d) The provisions of this section shall cease to apply to such corporation upon the entry of a final decree in the reorganization proceedings closing the case and discharging the trustee or trustees, if any.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 74 - Restatement of Articles of Organization; Vote; Filing; Contents; Time Effective

Section 74. Every corporation may authorize, at a meeting duly called for the purpose, by vote of a majority of each class of stock outstanding and entitled to vote thereon, a restatement of its articles of organization. The restated articles of organization may effect further amendments of the articles of organization; provided, that every such further amendment is lawfully adopted in accordance with the provisions of, and is authorized by, section seventy or seventy-one. If the restated articles of organization only restate and do not amend the articles of organization, such restated articles may be authorized and adopted by the directors without a vote of the stockholders. After any meeting at which restated articles of organization have been adopted, such restated articles, signed under the penalties of perjury by the president or any vice president and by the clerk or assistant clerk, shall be submitted to the state secretary. Such restated articles of organization shall set forth all matter that would be required or permitted to be set forth in original articles of organization filed at the time of such meeting, other than the names and addresses of the incorporators, and shall indicate in a manner prescribed by the state secretary each amendment effected by such restated articles of organization.
The restated articles of organization shall become effective when filed in accordance with section six, unless the restated articles or the vote adopting the restated articles specify a later effective date not more than thirty days after such filing, in which event the restated articles of organization shall become effective on such later date. From and after the effective date thereof the restated articles of organization shall be deemed for all purposes to have superseded the original articles of organization and amendments and shall constitute the articles of organization of the corporation.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 75 - Mortgage or Disposal of Assets; Vote; Notice of Meeting

Section 75. (a) Every corporation may, subject to the provisions of section eight, authorize, at a meeting duly called for the purpose, by vote of two-thirds of the shares of each class of stock outstanding and entitled to vote thereon, the sale, lease or exchange of all or substantially all of its property and assets, including its goodwill, upon such terms and conditions as it deems expedient, except that the articles of organization of any corporation may provide that a vote of less than two-thirds but not less than a majority of the outstanding shares of each class of stock outstanding and entitled to vote thereon, shall be necessary for such authorization. Notice of the time, place and purposes of such meeting shall be given to each stockholder of record, whether or not entitled to vote thereat, in the manner provided in section thirty-six but at least twenty days prior to the date of such meeting.
(b) The authorization or consent of stockholders to the mortgage or pledge of, or granting of security interest in, property or assets of a corporation shall not be necessary except to the extent that the corporation's articles of organization otherwise provide.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 76 - Dissenting Stockholder; Right to Demand Payment for Stock

Section 76. A stockholder in any corporation which shall have voted to sell, lease or exchange all or substantially all its property and assets, or which shall have adopted any amendment of its articles of organization which adversely affects the rights of such stockholder, who objects to such action, in the manner provided in section eighty-six, shall be entitled, if such sale, lease or exchange shall have been consummated or such amendment shall have become effective, as the case may be, to demand payment for his stock from the corporation and an appraisal thereof in accordance with the provisions of sections eighty-six to ninety-eight, inclusive, and such stockholder and the corporation shall have the rights and duties and follow the procedure set forth in those sections.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 77 - Amendments Adversely Affecting Rights of Stockholder

Section 77. For the purpose of this chapter, the rights of a stockholder shall not be considered adversely affected by any amendment of its articles of organization unless the amendment (otherwise than as permitted by the articles of organization)—
(a) alters or abolishes any preferential right of his stock having preferences;
(b) creates, alters or abolishes any right in respect of redemption of his stock;
(c) alters or abolishes any preemptive right in respect of his stock;
(d) creates or alters (other than to abolish) any restriction on transfer applicable to his stock; or
(e) excludes or limits his right as a stockholder to vote on a matter except as such right may be limited by voting rights given to new shares then being authorized of an existing or new class.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 81 - Surviving or New Corporation; Bond and Stock Issues to Complete Merger or Consolidation

Section 81. When two or more corporations are consolidated or merged, the corporation resulting from or surviving such consolidation or merger (1) may issue bonds or other obligations, negotiable or otherwise, and with or without coupons or interest certificates thereto attached, to an amount sufficient with its capital stock to provide for all the payments it will be required to make, or obligations it will be required to assume, in order to effect such consolidation or merger, to secure the payment of which bonds and obligations it shall be lawful to mortgage its corporate franchise, rights, privileges and property, real, personal or mixed, and (2) may issue shares of its capital stock and other securities to the stockholders of such constituent corporations in exchange or payment for the original shares, in such amount as shall be necessary in accordance with the terms of the agreement of consolidation or merger in order to effect such consolidation or merger in the manner and on the terms specified in such agreement.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 83a - Domestic and Foreign Limited Liability Companies

Section 83A. Any 1 or more corporations may consolidate or merge with or into 1 or more domestic limited liability companies or 1 or more foreign limited liability companies as defined in section 2 of chapter 156C or may consolidate or merge with or into 1 or more limited liability partnerships or foreign limited liability partnerships as defined in section 2 of chapter 108A. The agreement of consolidation or merger shall be adopted by each constituent in accordance with the laws under which it is organized and, in the case of a Massachusetts corporation, in the manner provided in section 78. Articles of consolidation or merger shall contain the information required by said section 78 and shall become effective when the articles are filed in accordance with section 6, unless the articles specify a later effective date not more than 30 days after filing, in which event the consolidation or merger shall become effective on such later date.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 84 - Certificate of Filing Articles of Consolidation or Merger

Section 84. Upon the payment of a fee of ten dollars, the state secretary shall issue a certificate in such form as he shall prescribe evidencing the filing and approval of articles of consolidation or merger in his office pursuant to sections seventy-eight, seventy-nine, eighty-two or eighty-three.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 85 - Dissenting Stockholder; Right to Demand Payment for Stock; Exception

Section 85. A stockholder in any corporation organized under the laws of Massachusetts which shall have duly voted to consolidate or merge with another corporation or corporations under the provisions of sections seventy-eight or seventy-nine who objects to such consolidation or merger may demand payment for his stock from the resulting or surviving corporation and an appraisal in accordance with the provisions of sections eighty-six to ninety-eight, inclusive, and such stockholder and the resulting or surviving corporation shall have the rights and duties and follow the procedure set forth in those sections. This section shall not apply to the holders of any shares of stock of a constituent corporation surviving a merger if, as permitted by subsection (c) of section seventy-eight, the merger did not require for its approval a vote of the stockholders of the surviving corporation.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 86 - Sections Applicable to Appraisal; Prerequisites

Section 86. If a corporation proposes to take a corporate action as to which any section of this chapter provides that a stockholder who objects to such action shall have the right to demand payment for his shares and an appraisal thereof, sections eighty-seven to ninety-eight, inclusive, shall apply except as otherwise specifically provided in any section of this chapter. Except as provided in sections eighty-two and eighty-three, no stockholder shall have such right unless (1) he files with the corporation before the taking of the vote of the shareholders on such corporate action, written objection to the proposed action stating that he intends to demand payment for his shares if the action is taken and (2) his shares are not voted in favor of the proposed action.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 87 - Statement of Rights of Objecting Stockholders in Notice of Meeting; Form

Section 87. The notice of the meeting of stockholders at which the approval of such proposed action is to be considered shall contain a statement of the rights of objecting stockholders. The giving of such notice shall not be deemed to create any rights in any stockholder receiving the same to demand payment for his stock, and the directors may authorize the inclusion in any such notice of a statement of opinion by the management as to the existence or non-existence of the right of the stockholders to demand payment for their stock on account of the proposed corporate action. The notice may be in such form as the directors or officers calling the meeting deem advisable, but the following form of notice shall be sufficient to comply with this section:
''If the action proposed is approved by the stockholders at the meeting and effected by the corporation, any stockholder (1) who files with the corporation before the taking of the vote on the approval of such action, written objection to the proposed action stating that he intends to demand payment for his shares if the action is taken and (2) whose shares are not voted in favor of such action has or may have the right to demand in writing from the corporation (
or, in the case of a consolidation or merger, the name of the resulting or surviving corporation shall be inserted
), within twenty days after the date of mailing to him of notice in writing that the corporate action has become effective, payment for his shares and an appraisal of the value thereof. Such corporation and any such stockholder shall in such cases have the rights and duties and shall follow the procedure set forth in sections 88 to 98, inclusive, of chapter 156B of the General Laws of Massachusetts.''
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 88 - Notice of Effectiveness of Action Objected To

Section 88. The corporation taking such action, or in the case of a merger or consolidation the surviving or resulting corporation, shall, within ten days after the date on which such corporate action became effective, notify each stockholder who filed a written objection meeting the requirements of section eighty-six and whose shares were not voted in favor of the approval of such action, that the action approved at the meeting of the corporation of which he is a stockholder has become effective. The giving of such notice shall not be deemed to create any rights in any stockholder receiving the same to demand payment for his stock. The notice shall be sent by registered or certified mail, addressed to the stockholder at his last known address as it appears in the records of the corporation.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 89 - Demand for Payment; Time for Payment

Section 89. If within twenty days after the date of mailing of a notice under subsection (e) of section eighty-two, subsection (f) of section eighty-three, or section eighty-eight, any stockholder to whom the corporation was required to give such notice shall demand in writing from the corporation taking such action, or in the case of a consolidation or merger from the resulting or surviving corporation, payment for his stock, the corporation upon which such demand is made shall pay to him the fair value of his stock within thirty days after the expiration of the period during which such demand may be made.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 90 - Demand for Determination of Value; Bill in Equity; Venue

Section 90. If during the period of thirty days provided for in section eighty-nine the corporation upon which such demand is made and any such objecting stockholder fail to agree as to the value of such stock, such corporation or any such stockholder may within four months after the expiration of such thirty-day period demand a determination of the value of the stock of all such objecting stockholders by a bill in equity filed in the superior court in the county where the corporation in which such objecting stockholder held stock had or has its principal office in the commonwealth.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 91 - Parties to Suit to Determine Value; Service

Section 91. If the bill is filed by the corporation, it shall name as parties respondent all stockholders who have demanded payment for their shares and with whom the corporation has not reached agreement as to the value thereof. If the bill is filed by a stockholder, he shall bring the bill in his own behalf and in behalf of all other stockholders who have demanded payment for their shares and with whom the corporation has not reached agreement as to the value thereof, and service of the bill shall be made upon the corporation by subpoena with a copy of the bill annexed. The corporation shall file with its answer a duly verified list of all such other stockholders, and such stockholders shall thereupon be deemed to have been added as parties to the bill. The corporation shall give notice in such form and returnable on such date as the court shall order to each stockholder party to the bill by registered or certified mail, addressed to the last known address of such stockholder as shown in the records of the corporation, and the court may order such additional notice by publication or otherwise as it deems advisable. Each stockholder who makes demand as provided in section eighty-nine shall be deemed to have consented to the provisions of this section relating to notice, and the giving of notice by the corporation to any such stockholder in compliance with the order of the court shall be a sufficient service of process on him. Failure to give notice to any stockholder making demand shall not invalidate the proceedings as to other stockholders to whom notice was properly given, and the court may at any time before the entry of a final decree make supplementary orders of notice.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 92 - Decree Determining Value and Ordering Payment; Valuation Date

Section 92. After hearing the court shall enter a decree determining the fair value of the stock of those stockholders who have become entitled to the valuation of and payment for their shares, and shall order the corporation to make payment of such value, together with interest, if any, as hereinafter provided, to the stockholders entitled thereto upon the transfer by them to the corporation of the certificates representing such stock if certificated or, if uncertificated, upon receipt of an instruction transferring such stock to the corporation. For this purpose, the value of the shares shall be determined as of the day preceding the date of the vote approving the proposed corporate action and shall be exclusive of any element of value arising from the expectation or accomplishment of the proposed corporate action.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 94 - Notation on Stock Certificates of Pendency of Bill

Section 94. On motion the court may order stockholder parties to the bill to submit their certificates of stock to the corporation for the notation thereon of the pendency of the bill and may order the corporation to note such pendency in its records with respect to any uncertificated shares held by such stockholder parties, and may on motion dismiss the bill as to any stockholder who fails to comply with such order.