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2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 2 - Definitions; Corporation; Articles of Organization

Section 2. In this chapter, unless a contrary intention appears:
(a) ''corporation'' shall mean a corporation to which, under section three, this chapter applies; and
(b) ''articles of organization'' of a corporation shall mean its articles of organization, including any special act of incorporation, as from time to time amended by any of the following amendments:
(1) a certificate of a vote adopting the provisions of this chapter filed pursuant to section five;
(2) a certificate of a vote establishing a series filed pursuant to section twenty-six;
(3) articles of amendment filed pursuant to section seventy-two or section seventy-three;
(4) restated articles of organization filed pursuant to section seventy-four;
(5) articles of consolidation or merger filed pursuant to section seventy-eight, section seventy-nine, section eighty-two or section eighty-three;
(6) articles of dissolution filed pursuant to section one hundred; and
(7) a certificate as to the revival of a corporation filed pursuant to section one hundred and eight.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 3 - Application of Chapter

Section 3. Except so far as such application may be inconsistent with (i) provisions still in force of any special acts of incorporation, enacted before March eleventh, eighteen hundred and thirty-one, and not subject to amendment, alteration or repeal by the general court, or (ii) provisions of chapter one hundred and fifty-six A applicable to professional corporations incorporated thereunder, this chapter shall apply to:
(a) all domestic corporations having capital stock whether established before or after October first, nineteen hundred and sixty-five, either by general or special law, for the purpose of carrying on business for profit except corporations organized for the purpose of carrying on the business of a bank, savings bank, co-operative bank, trust company, credit union, surety or indemnity company, or safe deposit company, or for the purpose of carrying on within the commonwealth the business of an insurance company, railroad, electric railroad, street railway or trolley motor company, telegraph or telephone company, gas or electric light, heat or power company, canal, aqueduct or water company, cemetery or crematory company, any other corporations which on October first, nineteen hundred and sixty-five have or may thereafter have the right to take land within the commonwealth by eminent domain or to exercise franchises in public ways granted by the commonwealth or by any county, city or town, and corporations subject to chapter one hundred and fifty-seven and corporations subject to chapter one hundred and fifty-seven A; and
(b) notwithstanding anything to the contrary in clause (a), all other corporations to which this chapter is made applicable by the express provisions of any other general or special law to the extent provided thereby.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 4 - Rights and Liabilities of Existing Corporations, Directors, Officers and Stockholders

Section 4. All corporations existing on October first, nineteen hundred and sixty-five and their directors, officers and stockholders shall be entitled to all the rights, privileges and immunities and be subject to all the liabilities set forth in this chapter to the same extent as corporations formed under this chapter and their directors, officers and stockholders; provided that this chapter shall not take away or impair any remedy which may exist by law against a corporation existing on said date, its directors, officers or stockholders, for a liability incurred prior thereto.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 5 - Adoption of Chapter by Certain Corporations Created by Special Act; Liability for Debts

Section 5. Corporations which would otherwise be within the application of this chapter pursuant to clause (a) of section three, but which were created before March eleventh, eighteen hundred and thirty-one by any special act not subject to amendment, alteration or repeal by the general court, may, at a legal meeting of the stockholders duly called therefor, by vote of two thirds of each class of stock outstanding and entitled to vote, adopt the provisions of this chapter. A certificate of such vote signed under the penalties of perjury by the president or a vice president and the clerk or an assistant clerk shall be submitted to the state secretary. Such vote shall become effective when such certificate is filed in accordance with section six, and thereupon such corporation and its directors, officers and stockholders shall be entitled to all the rights, privileges and immunities and be subject to all the liabilities set forth in this chapter, and no director, officer or stockholder in such corporation shall be liable for debts of the corporation contracted after the filing of such certificate except for the causes and in the manner provided in this chapter.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 6 - State Secretary; Duties

Section 6. The state secretary shall examine each document submitted to him under the provisions of this chapter. If he finds that the provisions of law relative thereto have been complied with, he shall endorse his approval thereon; and upon such approval and payment of the fee provided in section one hundred and fourteen such document shall be deemed to be filed with the state secretary. The state secretary shall keep a record, conveniently indexed, of each such document, of his endorsement of approval, if given, of the date of submission, and of the date on which such document is filed, and shall keep such documents on file in his office in a manner convenient for public inspection. He shall cause a photographic or other copy to be made of articles of organization and amendments thereof so filed showing his approval endorsed thereon, and shall deliver the same to the corporation.
The state secretary shall report to the attorney general instances of neglect or omission on the part of corporations to comply with the provisions of law so that the attorney general may enforce the penalties therefor.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 6a - Correction of Inaccurate Corporate Records; Filing

Section 6A. Whenever any document authorized or required to be filed with the state secretary under any provision of this chapter has been so filed and is an inaccurate record of the corporate action therein referred to, or was defectively or erroneously executed, such instrument may be corrected by filing with the state secretary a certificate of correction of such document which shall be executed and filed in accordance with this section. The certificate of correction shall specify the inaccuracy or defect to be corrected and shall set forth that portion of the document in corrected form. The corrected document shall be effective as of the date the original document was filed, except as to those persons who are substantially and adversely affected by the correction and as to those persons the corrected instrument shall be effective from the filing date.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 8 - Voting by Stockholders; Effect of Articles of Organization or By-Laws

Section 8. (a) Whenever, with respect to any action to be taken by the stockholders of a corporation, the articles of organization or by-laws require the vote or concurrence of the holders of all of the shares, or of any class or series thereof, or a greater proportion thereof than required by this chapter with respect to such action, the provisions of the articles of organization or by-laws shall control.
(b) Whenever, with respect to any action to be taken by the stockholders of a corporation as to which a vote of each class of stock outstanding and entitled to vote thereon is required by this chapter, the articles of organization or by-laws provide that two or more classes of stock shall vote as a single class, the provisions of the articles of organization or by-laws shall control, provided, however, that no such provision shall deprive any class or series of stock whose rights would be adversely affected by such action of any right to a separate vote which such class or series may have under section seventy-one or section seventy-four.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 9b - Contracts of Guarantee and Suretyship

Section 9B. A corporation may make contracts of guarantee and suretyship, whether or not in furtherance of the contracting corporation's purposes; provided, however, that such contracts are necessary or convenient to the conduct, promotion or attainment of the business of (a) a corporation all of the outstanding stock of which is owned, directly or indirectly, by the contracting corporation, (b) a corporation which owns, directly or indirectly, all of the outstanding stock of the contracting corporation, or (c) a corporation all of the outstanding stock of which is owned, directly or indirectly, by a corporation which owns, directly or indirectly, all of the outstanding stock of the contracting corporation; provided, however, that the board of directors of the contracting corporation has determined that such contracts are necessary or convenient to the conduct, promotion or attainment of the business of the contracting corporation.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 10 - Unauthorized Exercise of Franchise or Privilege or Transaction of Business; Injunction

Section 10. Upon an information in equity by the attorney general at the relation of the state secretary, the supreme judicial or superior court may restrain by injunction any corporation from assuming or exercising any franchise or privilege or transacting any kind of business not authorized by its articles of organization and the laws of the commonwealth.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 12 - First Meeting; By-Laws; Officers; Consent to Action; Articles of Organization

Section 12. One or more persons, of the age of eighteen years or more in the case of natural persons, may act as incorporators of a corporation to be formed under this chapter. Such incorporators shall hold a meeting at which by-laws shall be adopted, and the initial directors, a president, treasurer and clerk elected. At such meeting the incorporators may also elect or appoint any other officers and a resident agent as provided in section forty-nine and take any other action which might be taken by stockholders after the articles of organization have become effective.
Any action required or permitted to be taken at any meeting of the incorporators may be taken without a meeting if all the incorporators consent to the action in writing and the written consents are filed with the records of the corporation. Such consents shall be treated for all purposes as a vote at a meeting.
Articles of organization signed under the penalties of perjury by all of the incorporators shall be submitted to the state secretary. The articles of organization shall become effective when they are filed in accordance with section six, unless the articles of organization specify a later effective date not more than thirty days after the date of such filing, in which event the articles of organization shall become effective on such later date. The existence of the corporation shall begin when the articles of organization become effective. A certified statement of the fact of incorporation by the state secretary shall be conclusive evidence of incorporation.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 13 - Articles of Organization; Contents

Section 13. (a) The articles of organization shall state:
(1) that the incorporators (stating their names, including their given names, and post office addresses) associate themselves with the intention of forming a corporation;
(2) the name of the corporation;
(3) the purposes for which the corporation is formed;
(4) the total number of shares and the par value, if any, of each class of stock which the corporation is authorized to issue;
(5) if more than one class of stock is authorized, a distinguishing designation for each class and, prior to the issuance of any shares of a class, if shares of any other class are outstanding, a description of the preferences, voting powers, qualifications, and special or relative rights or privileges of that class and of each other class of which shares are outstanding, and of each series then established within any class.
(b) The articles of organization, in addition, may state:
(1) any restrictions imposed upon the transfer of shares of stock of any class;
(11/2) a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability; provided, however, that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under section sixty-one or sixty-two, or (iv) for any transaction from which the director derived an improper personal benefit; and
(2) any other lawful provisions for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders.
No provision adopted pursuant to clause (11/2) shall eliminate or limit the liability of a director for any act or omission occurring prior to the date upon which such provision becomes effective.
(c) The form on which articles of organization are filed shall also contain the following information which shall not for any purpose be treated as a permanent part of said articles:
(1) the street address of the initial principal office of the corporation in the commonwealth;
(2) the name, residence and post-office address of each of the initial directors and the president, treasurer and clerk of the corporation;
(3) the fiscal year of the corporation initially adopted;
[There is no clause (4).]
(5) the name and business address of the resident agent, if any, of the corporation.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 14 - Change of Principal Office

Section 14. The directors of a corporation may at any time, and from time to time, change the principal office of the corporation in the commonwealth; provided, however, that no such change shall be effective until a certificate of such change specifying the street address of its new principal office in the commonwealth signed under penalties of perjury by the clerk or assistant clerk of the corporation, or an annual report specifying the street address of its new principal office in the commonwealth, has been filed with the state secretary.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 15 - Limitation on Stock Holdings in Certain Other Corporations

Section 15. No corporation, unless authorized by a special act still in force, shall purchase, acquire, take or hold, directly or indirectly, more than ten per cent of the total capital stock of any domestic corporation authorized to carry on within the commonwealth the business of a railroad, street railway, electric railroad, elevated railway, trolleymotor, or gas company; provided, that the foregoing provisions shall not prohibit a corporation having its principal place of business in the commonwealth from purchasing, acquiring, taking or holding more than ten per cent of the capital stock of a domestic corporation carrying on within the commonwealth the business of a gas company.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 16 - Scope of By-Laws

Section 16. A corporation may make by-laws which may contain any provisions not inconsistent with law or the articles of organization for the regulation and management of the affairs of the corporation. Whenever any section of this chapter refers to the by-laws, a provision included in the articles of organization shall be treated, for the purposes of such section, as if it had been included in the by-laws.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 17 - Power to Make, Amend and Repeal By-Laws

Section 17. The power to make, amend or repeal by-laws shall be in the stockholders; provided that if authorized by the articles of organization, the by-laws may provide that the directors may also make, amend or repeal the by-laws in whole or in part, except with respect to any provision thereof which by law, the articles of organization or the by-laws requires action by the stockholders. Not later than the time of giving notice of the meeting of stockholders next following the making, amending or repealing by the directors of any by-law, notice thereof stating the substance of such change shall be given to all stockholders entitled to vote on amending the by-laws. Any by-law adopted by the directors may be amended or repealed by the stockholders.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 18 - Consideration for Issuance of Stock

Section 18. Capital stock may be issued for cash, tangible or intangible property, services, or for a debt, note or expenses. Stock having par value shall not be issued for cash, property, services or expenses worth less than the par value. For the purpose of the second sentence, a debt or note of the purchaser secured or unsecured shall not be considered property.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 19 - Payment for Stock; Cash or Instalments; Record; Transfer

Section 19. Stock issued for cash may be paid for in full before it is issued or by instalments. If it is paid for by instalments and the shares are certificated, the stock certificate shall be legibly stamped with the words ''per cent paid up, balance payable, stating the manner and time of payment, and shares subject to forfeiture if unpaid,'' the facts being truly stated; and, as each instalment is paid, the certificate shall be stamped accordingly. If it is paid for by instalments, and the shares are uncertificated, the same words shall appear on the initial transaction statement issued with respect to the shares pursuant to Article 8 of chapter one hundred and six, the facts being duly stated; and, as each instalment is paid, a periodic statement shall be issued pursuant to said Article 8 reflecting the payment.
Except as provided in section twenty-five, stock shall not be transferred on the books of a corporation if any instalments thereon remain overdue and unpaid.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 21 - Unissued Shares; Authority to Issue; Consideration

Section 21. Any unissued capital stock from time to time authorized under the articles of organization may be issued by vote of the stockholders, or by vote of the directors under authority of a provision of the by-laws or a vote of the stockholders, which provision or vote may be adopted before or after the stock is authorized. No stock shall be issued unless the cash, so far as due, or the property, services or expenses for which it was authorized to be issued, has been actually received or incurred by, or conveyed or rendered to, the corporation, or is in its possession as surplus.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 21a - Reacquired Shares; Restoration to Unissued Share Status

Section 21A. Shares of stock previously issued which have been reacquired by the corporation, may, unless the articles of organization or by-laws otherwise require, be restored to the status of authorized but unissued shares by vote of the stockholders or by vote of the board of directors, without amendment of the articles of organization.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 22 - Terms of Payment; Demand; Notice of Payment Due

Section 22. In the case of capital stock authorized to be issued for cash, whether or not to be paid in full before issue, the directors may require payment in such proportions and at such times and places as they deem proper, by making demand therefor according to the by-laws, or, in the absence of such by-law, by notice mailed to each subscriber or stockholder at least seven days before his subscription or any portion thereof, or any instalment due upon stock already issued, is payable.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 23 - Stockholders' Liability for Issued Stock

Section 23. Shares of stock issued in accordance with section twenty-one shall, except for unpaid instalments on instalment stock issued pursuant to section nineteen, be fully paid stock and not liable to any further call or assessment thereon.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 24 - Default of Subscriber; Sale; Deficiency or Surplus; Action; Forfeiture

Section 24. If capital stock issued for cash is to be paid for in full before it is issued, and the subscriber refuses or neglects to pay the amount demanded for thirty days after the time limited for payment in the demand made under section twenty-two, his rights of subscription may be sold by public auction by the treasurer of the corporation, who, out of the proceeds of such sale, shall pay to the corporation the amount then due from such subscriber with interest and incidental charges, first giving notice by mail to such subscriber, not less than ten days prior to such sale, of the time and place appointed therefor and of the amount due and payable by him. Upon the sale of such rights as aforesaid, the directors shall give the purchaser a certificate thereof. If the rights of such subscriber do not sell for an amount sufficient to pay the amount due from him with interest and charges of sale he shall be liable to the corporation in an action at law for the deficiency; if they sell for more, he shall be entitled to the surplus. At the expiration of thirty days after the time limited for payment as aforesaid, the directors may waive their right to offer such rights for sale, and may elect to proceed at law against such delinquent subscriber to recover all amounts due and payable by him with interest. If said rights are not sold at said auction, or if a judgment rendered in an action against a subscriber remains unsatisfied for thirty days, all amounts previously paid by him shall be forfeited to the corporation.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 26 - Division of Class of Stock Into Series; Variations; Reissue of Restored Shares; Filing of Certificate

Section 26. If the articles of organization so provide, the directors may determine, in whole or in part, the preferences, voting powers, qualifications, and special or relative rights or privileges of (1) any class of stock before the issuance of any shares of that class or (2) one or more series within a class before the issuance of any shares of that series. Each series of a class shall have a distinguishing designation.
If shares of any class or series are restored to the status of authorized but unissued shares pursuant to section twenty-one A, such shares may be reissued, either as shares of the same class and series or as shares of one or more other series within the same class, the terms of which are determined by the directors in accordance with this section.
Prior to the issuance of any shares of a class or series having terms so determined by the directors other than a reissue of restored shares as shares of the same class and series pursuant to the second paragraph, the corporation shall submit to the state secretary a certificate signed by the president or a vice president and by the clerk or an assistant clerk setting forth the text of the vote of the directors determining the terms of the class or the number of shares and the terms of any series, the date of adoption of such vote, and a certification that such vote was duly adopted by the directors.
Such certificate shall constitute an amendment of the articles of organization, and shall become effective when filed in accordance with section six.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 28 - Fractional Shares; Scrip; Dividends and Voting Rights; Exchange or Sale

Section 28. Except as otherwise provided in the articles of organization or by-laws, a corporation may issue fractional shares of stock, and may issue in lieu thereof scrip in registered or bearer form which, depending upon how the shares of the corporation are evidenced, shall entitle the holder to receive a certificate for a full share or have an uncertificated share registered in his name upon the surrender of such scrip aggregating a full share. A fractional share shall, but scrip shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, or to participate in any of the assets of the corporation in the event of liquidation. The directors shall fix the terms and conditions and manner of issue of such scrip, which may include a condition that it shall become void if not exchanged for full shares before a specified date, or a condition that the shares for which such scrip is exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of such scrip.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.