reglab/statecodes huggingface dataset:
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 7.41 - Standing

Section 7.41. STANDING
A shareholder may not commence or maintain a derivative proceeding unless the shareholder:
(1) was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one who was a shareholder at that time; and
(2) fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 7.42 - Demand

Section 7.42. DEMAND
No shareholder may commence a derivative proceeding until:
(1) a written demand has been made upon the corporation to take suitable action; and
(2) 90 days have elapsed from the date the demand was made, or, if the decision whether to reject such demand has been duly submitted to a vote of the shareholders, not including the holders of those shares referred to in section 7.44(b)(3), within 60 days from the date when demand was made, 120 days have elapsed from the date the demand was made, unless in either case the shareholder has earlier been notified that the demand has been rejected by the corporation or irreparable injury to the corporation would result by waiting for the expiration of such 90–day or 120–day period.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 7.45 - Discontinuance or Settlement

Section 7.45. DISCONTINUANCE OR SETTLEMENT
A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's shareholders or a class of shareholders, the court shall direct that notice to be given to the shareholders affected.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 7.46 - Payment of Expenses

Section 7.46. PAYMENT OF EXPENSES
On termination of the derivative proceeding the court may:
(1) order the corporation to pay the plaintiff's reasonable expenses, including counsel fees, incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation; or
(2) order the plaintiff to pay any defendant's reasonable expenses, including counsel fees, incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 7.47 - Applicability to Foreign Corporations

Section 7.47. APPLICABILITY TO FOREIGN CORPORATIONS
In any derivative proceeding in the right of a foreign corporation, the matters covered by this subdivision shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except for section 7.43, 7.45 and 7.46.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 8.01 - Requirement for and Duties of Board of Directors

Section 8.01. REQUIREMENT FOR AND DUTIES OF BOARD OF DIRECTORS
(a) Except as provided in section 7.32, each corporation shall have a board of directors.
(b) All corporate power shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, its board of directors, subject to any limitation set forth in the articles of organization or in an agreement authorized under section 7.32.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 8.02 - Qualifications of Directors

Section 8.02. QUALIFICATIONS OF DIRECTORS
The articles of organization or bylaws may prescribe qualifications for directors. A director need not be a resident of the commonwealth or a shareholder of the corporation unless the articles of organization or bylaws so prescribe.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 8.03 - Number and Election of Directors

Section 8.03. NUMBER AND ELECTION OF DIRECTORS
(a) A board of directors shall consist of 1 or more individuals, with the number specified in or fixed in accordance with the articles of organization or bylaws, but, unless otherwise provided in the articles of organization, if the corporation has more than 1 shareholder, the number of directors shall not be less than 3, except that whenever there shall be only 2 shareholders, the number of directors shall not be less than 2.
(b) If a board of directors has power to fix or change the number of directors, the board may increase or decrease the number of directors last approved by the shareholders.
(c) The articles of organization or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the shareholders or the board of directors. After shares are issued, only the shareholders may change the range for the size of the board or change from a fixed or a variable-range size board to the other.
(d) Directors shall be elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under section 8.06.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 8.04 - Election of Directors by Certain Classes of Shareholders

Section 8.04. ELECTION OF DIRECTORS BY CERTAIN CLASSES OF SHAREHOLDERS
If the articles of organization authorize dividing the shares into classes or series, the articles may also authorize the election of all or a specified number of directors by the holders of 1 or more authorized classes or series of shares. A class or series of shares entitled to elect 1 or more directors is a separate voting group for purposes of the election of directors.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 8.05 - Terms of Directors Generally

Section 8.05. TERMS OF DIRECTORS GENERALLY
(a) The terms of the initial directors of a corporation shall expire at the first shareholders' meeting at which directors are elected.
(b) The terms of all directors shall expire at the next annual shareholders' meeting following their election unless their terms are staggered under section 8.06.
(c) A decrease in the number of directors does not shorten an incumbent director's term.
(d) Unless otherwise provided in the articles of organization or a bylaw adopted by shareholders or required by section 8.06(e), the term of a director elected to fill a vacancy shall expire at the next shareholders' meeting at which directors are elected.
(e) Despite the expiration of a director's term, he shall continue to serve until his successor is elected and qualified or until there is a decrease in the number of directors.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 8.07 - Resignation of Directors

Section 8.07. RESIGNATION OF DIRECTORS
(a) A director may resign at any time by delivering written notice of resignation to the board of directors, its chairman, or to the corporation.
(b) A resignation is effective when the notice is delivered unless the notice specifies a later effective date.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 8.08 - Removal of Directors

Section 8.08. REMOVAL OF DIRECTORS
(a) Subject to subsection (b) of section 8.06 and except as otherwise provided in the articles of organization or bylaws, the shareholders may remove 1 or more directors with or without cause.
(b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him.
(c) If cumulative voting is authorized, a director may not be removed by the shareholders if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed by the shareholders only if the number of votes cast to remove him exceeds the number of votes cast not to remove him.
(d) A director may be removed for cause by the directors by vote of the greater of (1) a majority of the directors then in office or (2) the number of directors required by the articles of organization or bylaws to take action under section 8.24, but, if a director is elected by a voting group of shareholders, only the directors elected by that voting group may participate in the vote to remove him.
(e) A director may be removed by the shareholders or the directors only at a meeting called for the purpose of removing him and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 8.10 - Vacancy on Board

Section 8.10. VACANCY ON BOARD
(a) Unless the articles of organization or section 8.06 provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:
(1) the shareholders may fill the vacancy;
(2) the board of directors may fill the vacancy; or
(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group or, unless the articles of organization or by-laws provide otherwise, the directors elected by that voting group are entitled to vote to fill the vacancy.
(c) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under subsection (b) of section 8.07 or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 8.20 - Meetings

Section 8.20. MEETINGS
(a) The board of directors may hold regular or special meetings within or without the commonwealth.
(b) Unless the articles of organization or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is considered to be present in person at the meeting.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 8.21 - Action Without Meeting

Section 8.21. ACTION WITHOUT MEETING
(a) Unless the articles of organization or bylaws provide that action required or permitted by this chapter to be taken by the directors may be taken only at a meeting, the action may be taken without a meeting if the action is taken by the unanimous consent of the members of the board of directors. The action must be evidenced by 1 or more consents describing the action taken, in writing, signed by each director, or delivered to the corporation by electronic transmission, to the address specified by the corporation for the purpose or, if no address has been specified, to the principal office of the corporation, addressed to the secretary or other officer or agent having custody of the records of proceedings of directors, and included in the minutes or filed with the corporate records reflecting the action taken.
(b) Action taken under this section is effective when the last director signs or delivers the consent, unless the consent specifies a different effective date.
(c) A consent signed or delivered under this section has the effect of a meeting vote and may be described as such in any document.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 8.22 - Notice of Meeting

Section 8.22. NOTICE OF MEETING
(a) Unless the articles of organization or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting.
(b) Unless the articles of organization or bylaws otherwise provide, special meetings of the board of directors must be preceded by at least 2 days' notice of the date, time and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of organization or bylaws.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 8.23 - Waiver of Notice

Section 8.23. WAIVER OF NOTICE
(a) A director may waive any notice required by this chapter, the articles of organization or the bylaws before or after the date and time of the meeting. Except as provided by subsection (b), the waiver shall be in writing, signed by the director entitled to the notice, or in the form of an electronic transmission by the director to the corporation, and filed with the minutes or corporate records.
(b) A director's attendance at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting, or promptly upon his arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 8.24 - Quorum and Voting

Section 8.24. QUORUM AND VOTING
(a) Subject to subsection (b), unless the articles of organization or bylaws otherwise provide or unless otherwise specifically provided in this chapter, a quorum of a board of directors consists of:
(1) a majority of the fixed number of directors if the corporation has a fixed board size; or
(2) a majority of the number of directors prescribed, or if no number is prescribed the number in office immediately before the meeting begins, if the corporation has a variable-range size board.
(b) The articles of organization or bylaws may authorize a quorum of a board of directors to consist of no fewer than:
(1) one–third of the fixed or prescribed number of directors determined under subsection (a); or
(2) a majority of the directors then in office, without regard to the number of directors determined under subsection (a) of this section.
(c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of organization or bylaws require the vote of a greater number of directors.
(d) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is considered to have assented to the action taken unless: (1) he objects at the beginning of the meeting, or promptly upon his arrival, to holding it or transacting business at the meeting; (2) his dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 8.25 - Committees

Section 8.25. COMMITTEES
(a) Unless the articles of organization or bylaws provide otherwise, a board of directors may create 1 or more committees and appoint members of the board of directors to serve on them. Each committee may have 1 or more members, who serve at the pleasure of the board of directors.
(b) The creation of a committee and appointment of members to it must be approved by the greater of: (1) a majority of all the directors in office when the action is taken; or (2) the number of directors required by the articles of organization or bylaws to take action under section 8.24.
(c) Sections 8.20 through 8.24, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, shall apply to committees and their members.
(d) To the extent specified by the board of directors or in the articles of organization or bylaws, each committee may exercise the authority of the board of directors under section 8.01.
(e) A committee may not, however:
(1) authorize distributions;
(2) approve or propose to shareholders action that this chapter requires be approved by shareholders;
(3) change the number of the board of directors, remove directors from office or fill vacancies on the board of directors;
(4) amend articles of organization pursuant to section 10.02;
(5) adopt, amend or repeal bylaws; or
(6) authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors.
(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section 8.30.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 8.30 - General Standards for Directors

Section 8.30. GENERAL STANDARDS FOR DIRECTORS
(a) A director shall discharge his duties as a director, including his duties as a member of a committee:
(1) in good faith;
(2) with the care that a person in a like position would reasonably believe appropriate under similar circumstances; and
(3) in a manner the director reasonably believes to be in the best interests of the corporation. In determining what the director 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, the region and the nation, community and societal considerations, and the long-term and short-term interests of the corporation and its shareholders, including the possibility that these interests may be best served by the continued independence of the corporation.
(b) In discharging his duties, a director who does not have knowledge that makes reliance unwarranted is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(1) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent with respect to the information, opinions, reports or statements presented;
(2) legal counsel, public accountants, or other persons retained by the corporation, as to matters involving skills or expertise the director reasonably believes are matters (i) within the particular person's professional or expert competence or (ii) as to which the particular person merits confidence; or
(3) a committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.
(c) A director is not liable for any action taken as a director, or any failure to take any action, if he performed the duties of his office in compliance with this section.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 8.32 - Loans to Directors

Section 8.32. LOANS TO DIRECTORS
(a) Except as provided by subsection (c), a corporation may not lend money to, or guarantee the obligation of a director of, the corporation unless:
(1) the specific loan or guarantee is approved by a majority of the votes represented by the outstanding voting shares of all classes, voting as a single voting group, except the votes of shares owned by or voted under the control of the benefited director; or
(2) the corporation's board of directors determines that the loan or guarantee benefits the corporation and either approves the specific loan or guarantee or a general plan authorizing loans and guarantees.
(b) The fact that a loan or guarantee is made in violation of this section shall not affect the borrower's liability on the loan.
(c) This section shall not apply to loans and guarantees authorized by statute regulating any special class of corporations.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 8.40 - Required Officers

Section 8.40. REQUIRED OFFICERS
(a) A corporation shall have a president, a treasurer and a secretary and such other officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.
(b) A duly appointed officer may appoint 1 or more officers or assistant officers if authorized by the bylaws or the board of directors.
(c) Unless the bylaws or the board of directors shall designate another officer, the secretary or an assistant secretary shall have responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the corporation.
(d) The same individual may simultaneously hold more than 1 office in a corporation.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 8.41 - Duties of Officers

Section 8.41. DUTIES OF OFFICERS
Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 8.42 - Standards of Conduct for Officers

Section 8.42. STANDARDS OF CONDUCT FOR OFFICERS
(a) An officer shall discharge his duties:
(1) in good faith;
(2) with the care that a person in a like position would reasonably exercise under similar circumstances; and
(3) in a manner the officer reasonably believes to be in the best interests of the corporation.
(b) In discharging his duties an officer, who does not have knowledge that makes reliance unwarranted, is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(1) one or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent with respect to the information, opinions, reports or statements presented; or
(2) legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the officer reasonably believes are matters (i) within the particular person's professional or expert competence or (ii) as to which the particular person merits confidence.
(c) An officer shall not be liable to the corporation or its shareholders for any decision to take or not to take any action taken, or any failure to take any action, as an officer, if the duties of the officer are performed in compliance with this section.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 8.43 - Resignation and Removal of Officers

Section 8.43. RESIGNATION AND REMOVAL OF OFFICERS
(a) An officer may resign at any time by delivering notice of the resignation to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor shall not take office until the effective date.
(b) A board of directors may remove any officer at any time with or without cause.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 8.44 - Contract Rights of Officers

Section 8.44. CONTRACT RIGHTS OF OFFICERS
(a) The appointment of an officer shall not itself create contract rights.
(b) An officer's removal shall not affect the officer's contract rights, if any, with the corporation. An officer's resignation shall not affect the corporation's contract rights, if any, with the officer.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 8.45 - Certificate of Change in Officers or Directors

Section 8.45. CERTIFICATE OF CHANGE IN OFFICERS OR DIRECTORS
Whenever any change is made in the directors or in the president, treasurer or secretary of a corporation, the corporation shall forthwith file in the office of the state secretary a certificate of the change signed under the penalties of perjury by the clerk or an assistant clerk. If a corporation fails or refuses to file such a certificate within the 30–day period following a change in the directors or in the officers, any director or officer involved in the change, or the personal representative of any deceased director or office so involved, may evidence the change by filing a certificate thereof with the office of the state secretary, signed under the penalties or 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 156d - Business Corporations › Section 8.46 - Instruments Affecting Real Estate

Section 8.46. INSTRUMENTS AFFECTING REAL ESTATE
Any recordable instrument purporting to affect an interest in real estate, executed in the name of a corporation by the president or a vice president and the treasurer or an assistant treasurer, who may be one and the same person, shall be binding on the corporation in favor of a purchaser or other person relying in good faith on the instrument notwithstanding any inconsistent provisions of the articles of organization or bylaws of the corporation, any special act of incorporation governing the corporation or any vote or other action by the shareholders or directors of the corporation.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 8.50 - Subdivision Definitions

Section 8.50. SUBDIVISION DEFINITIONS
In this SUBDIVISION the following words shall have the following meanings unless the context requires otherwise:
''Corporation'', includes any domestic or foreign predecessor entity of a corporation in a merger.
''Director'' or ''officer'', an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity. A director or officer is considered to be serving an employee benefit plan at the corporation's request if his duties to the corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. ''Director'' or ''officer'' includes, unless the context requires otherwise, the estate or personal representative of a director or officer.
''Disinterested director'', a director who, at the time of a vote referred to in subsection (c) of section 8.53 or a vote or selection referred to in subsection (b) or (c) of section 8.55, is not (i) a party to the proceeding, or (ii) an individual having a familial, financial, professional, or employment relationship with the director whose indemnification or advance for expenses is the subject of the decision being made, which relationship would, in the circumstances, reasonably be expected to exert an influence on the director's judgment when voting on the decision being made.
''Expenses'', includes counsel fees.
''Liability'', the obligation to pay a judgment, settlement, penalty, fine including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding.
''Party'', an individual who was, is, or is threatened to be made, a defendant or respondent in a proceeding.
''Proceeding'', any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 8.51 - Permissible Indemnification

Section 8.51. PERMISSIBLE INDEMNIFICATION
(a) Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because he is a director against liability incurred in the proceeding if:
(1)(i) he conducted himself in good faith; and
(ii) he reasonably believed that his conduct was in the best interests of the corporation or that his conduct was at least not opposed to the best interests of the corporation; and
(iii) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful; or
(2) he engaged in conduct for which he shall not be liable under a provision of the articles of organization authorized by clause (4) of subsection (b) of section 2.02.
(b) A director's conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement that his conduct was at least not opposed to the best interests of the corporation.
(c) The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director did not meet the relevant standard of conduct described in this section.
(d) Unless ordered by a court under clause (3) of subsection (a) of section 8.54, a corporation may not indemnify a director under this section if his conduct did not satisfy the standards set forth in subsection (a) or subsection (b).
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 8.52 - Mandatory Indemnification

Section 8.52. MANDATORY INDEMNIFICATION
A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 8.53 - Advance for Expenses

Section 8.53. ADVANCE FOR EXPENSES
(a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding because he is a director if he delivers to the corporation:
(1) a written affirmation of his good faith belief that he has met the relevant standard of conduct described in section 8.51 or that the proceeding involves conduct for which liability has been eliminated under a provision of the articles of organization as authorized by clause (4) of subsection (b) of section 2.02; and
(2) his written undertaking to repay any funds advanced if he is not entitled to mandatory indemnification under section 8.52 and it is ultimately determined under section 8.54 or section 8.55 that he has not met the relevant standard of conduct described in section 8.51.
(b) The undertaking required by clause (2) of subsection (a) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.
(c) Authorizations under this section shall be made:
(1) by the board of directors;
(i) if there are 2 or more disinterested directors, by a majority vote of all the disinterested directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more disinterested directors appointed by the vote; or
(ii) if there are fewer than 2 disinterested directors, by the vote necessary for action by the board in accordance with subsection (c) of section 8.24, in which authorization directors who do not qualify as disinterested directors may participate; or
(2) by the shareholders, but shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted on the authorization; or
(3) as otherwise permitted by law.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 8.54 - Court-Ordered Indemnification and Advance for Expenses

Section 8.54. COURT–ORDERED INDEMNIFICATION AND ADVANCE FOR EXPENSES
(a) A director who is a party to a proceeding because he is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice it considers necessary, the court shall:
(1) order indemnification if the court determines that the director is entitled to mandatory indemnification under section 8.52;
(2) order indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by subsection (a) of section 8.58; or
(3) order indemnification or advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable
(i) to indemnify the director pursuant to section 8.51, or
(ii) to advance expenses to the director, even if he has not met the relevant standard of conduct set forth in subsection (a) or (b) of sections 8.51 or 8.51 or failed to comply with section 8.53.
(b) If the court determines that the director is entitled to indemnification under clause (1) of subsection (a) or to indemnification or advance for expenses under clause (2) of subsection (a), it shall also order the corporation to pay the director's reasonable expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under clause (3) of subsection (a), it may also order the corporation to pay the director's reasonable expenses to obtain court-ordered indemnification or advance for expenses.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 8.55 - Determination and Authorization of Indemnification

Section 8.55. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION
(a) A corporation may not indemnify a director under section 8.51 unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible because he has met the relevant standard of conduct set forth in said section 8.51.
(b) The determination shall be made:
(1) if there are 2 or more disinterested directors, by the board of directors by a majority vote of all the disinterested directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of 2 or more disinterested directors appointed by such a vote;
(2) by special legal counsel
(i) selected in the manner prescribed in clause (1); or
(ii) if there are fewer than two disinterested directors, selected by the board of directors, in which selection directors who do not qualify as disinterested directors may participate; or
(3) by the shareholders, but shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted on the determination.
(c) Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two disinterested directors, authorization of indemnification shall be made by those entitled under subclause (ii) of clause (2) of subsection (b) to select special legal counsel.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 8.56 - Officers

Section 8.56. OFFICERS
(a) A corporation may indemnify and advance expenses under this subdivision to an officer of the corporation who is a party to a proceeding because he is an officer of the corporation.
(1) to the same extent as a director; and
(2) if he is an officer but not a director, to such further extent as may be provided by the articles of organization, the bylaws, a resolution of the board of directors, or contract except for liability arising out of acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law.
(b) Clause (2) of subsection (a) shall apply to an officer who is also a director if the basis on which he is made a party to the proceeding is an act or omission solely as an officer.
(c) An officer of a corporation who is not a director is entitled to mandatory indemnification under section 8.52, and may apply to a court under section 8.54 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance under those provisions.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 8.57 - Insurance

Section 8.57. INSURANCE
A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation's request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity, against liability asserted against or incurred by him in that capacity or arising from his status as a director or officer, whether or not the corporation would have power to indemnify or advance expenses to him against the same liability under this subdivision.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 8.58 - Variation by Corporate Action; Application of Subchapter

Section 8.58. VARIATION BY CORPORATE ACTION; APPLICATION OF SUBDIVISION
(a) A corporation may, by its articles of organization or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with section 8.51 or section 8.56 or advance funds to pay for or reimburse expenses in accordance with section 8.53. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in subsection (c) of section 8.53 and in subsection (c) of section 8.55. Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be considered to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with section 8.53 to the fullest extent permitted by law, unless the provision specifically provides otherwise.
(b) Any provision pursuant to subsection (a) shall not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation, pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. Any provision for indemnification or advance for expenses in the articles of incorporation, bylaws, or a resolution of the board of directors or shareholders of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, shall be governed by clause (3) of subsection (a) of section 11.07.
(c) A corporation in its articles of organization may, limit any of the rights to indemnification or advance for expenses created by or pursuant to this subdivision.
(d) This subdivision shall not limit a corporation's power to pay or reimburse expenses incurred by a director or an officer in connection with his appearance as a witness in a proceeding at a time when he is not a party.
(e) This subdivision shall not limit a corporation's power to indemnify, advance expenses to or provide or maintain insurance on behalf of an employee or agent.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 8.59 - Exclusivity of Subdivision

Section 8.59. EXCLUSIVITY OF SUBDIVISION
The indemnification and advancement of expenses provided by, or granted pursuant to, this subdivision shall not be considered exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 9.20 - Domestication

Section 9.20. DOMESTICATION
(a) A foreign business corporation may become a domestic business corporation only if the domestication is permitted by the organic law of the foreign corporation. The laws of the commonwealth shall govern the effect of domesticating in the commonwealth pursuant to this subdivision.
(b) A domestic business corporation may become a foreign business corporation only if the domestication is permitted by the laws of the foreign jurisdiction. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of domestication, the domestication shall be approved by the adoption by the corporation of a plan of domestication in the manner provided in this subdivision. The laws of the foreign jurisdiction shall govern the effect of domesticating in that jurisdiction.
(c) The plan of domestication adopted by a domestic business corporation shall include:
(1) a statement of the jurisdiction in which the corporation is to be domesticated;
(2) the terms and conditions of the domestication;
(3) the manner and basis of reclassifying the shares of the corporation into other shares or other securities, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing; and
(4) any amendments to the articles of organization of the corporation following its domestication that may be desired.
The plan of domestication may include any other provisions relating to the domestication that may be desired.
(d) The plan of domestication may also include a provision that the plan may be amended before filing the document required by the laws of the commonwealth or the other jurisdiction to consummate the domestication, except that subsequent to the approval of the plan by the shareholders the plan may not be amended to change:
(1) the amount or kind of shares or other securities, obligations, rights to acquire shares or other securities, cash, or other property to be received by the shareholders under the plan;
(2) the articles of organization as they will be in effect immediately following the domestication, except for changes permitted by section 10.05 or by comparable laws of the other jurisdiction; or
(3) any of the other terms or conditions of the plan if the change would adversely affect any of the shareholders in any material respect.