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2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 9.21 - Action on a Plan of Domestication

Section 9.21. ACTION ON A PLAN OF DOMESTICATION
In the case of a domestication of a domestic business corporation in a foreign jurisdiction:
(1) The plan of domestication shall be adopted by the board of directors.
(2) After adopting the plan of domestication the board of directors shall submit the plan to the shareholders for their approval.
(3) The board of directors may condition its submission of the plan of domestication to the shareholders on any basis.
(4) If the approval of the shareholders is to be given at a meeting, the corporation shall notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the plan of domestication is to be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the plan and shall contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy or a summary of the articles of organization as they will be in effect immediately after the domestication.
(5) Unless (1) a greater percentage vote, or one or more additional separate voting groups, is required by the articles of organization, pursuant to subsection (a) of section 7.27, by the bylaws, pursuant to section 10.21, or by the board of directors, acting pursuant to paragraph (3), or (2) the articles provide for a lesser percentage vote, in accordance with subsection (b) of section 7.27, approval of the plan of domestication requires approval by two-thirds of all the shares entitled generally to vote on the matter by the articles of organization, and in addition two-thirds of the shares in any voting group entitled to vote separately on the matter by this chapter, by the articles, by the bylaws, or by action of the board of directors pursuant to subsection (c) of section 9.21.
(6) Separate voting by voting groups is required by each class or series of shares that:
(i) are to be reclassified under the plan of domestication into other securities, obligations, rights to acquire shares or other securities, cash, other property or any combination of the foregoing;
(ii) would be entitled to vote as a separate group on a provision of the plan that, if contained in a proposed amendment to articles of organization, would require action by separate voting groups under section 10.04; or
(iii) is entitled under the articles of organization to vote as a voting group to approve an amendment of the articles.
(7) If the articles of organization, bylaws or an agreement to which any of the directors or shareholders are parties, adopted or entered into before the effective date of this chapter, contains a provision applying to a merger of the corporation that does not refer to a domestication of the corporation, the provision shall be deemed to apply to a domestication of the corporation until such time as the provision is amended subsequent to that date.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 9.22 - Articles of Domestication

Section 9.22. ARTICLES OF DOMESTICATION
(a) After the domestication of a foreign business corporation has been authorized as required by the laws of the foreign jurisdiction, articles of domestication shall be executed by any officer or other duly authorized representative. The articles shall set forth:
(1) the name of the corporation immediately before the filing of the articles of domestication and, if that name is unavailable for use in the commonwealth or the corporation desires to change its name in connection with the domestication, a name that satisfies the requirements of section 4.01;
(2) the jurisdiction of incorporation of the corporation immediately before the filing of the articles of domestication and the date the corporation was incorporated in that jurisdiction; and
(3) a statement that the domestication of the corporation in the commonwealth was duly authorized as required by the laws of the jurisdiction in which the corporation was incorporated immediately before its domestication in the commonwealth.
(b) The articles of domestication shall either contain all of the provisions that subsection (a) of section 2.02 requires to be set forth in articles of organization and other desired provisions that subsection (b) of section 2.02 permits to be included in articles of organization, or shall have attached articles of organization, except that, in either case, provisions that would not be required to be included in restated articles of organization may be omitted.
(c) The articles of domestication shall be delivered by the corporation to the secretary of state for filing and shall take effect at the effective time provided in section 1.23.
(d) The corporation shall file a copy of the articles of domestication certified by the state secretary in the registry of deeds in each district within the commonwealth in which real property of the corporation is situated. The domestication shall not be affected by this requirement.
(e) If the foreign corporation is authorized to transact business in the commonwealth under Part 15, its authority shall be cancelled automatically on the effective date of its domestication.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 9.23 - Surrender of Charter Upon Domestication

Section 9.23. SURRENDER OF CHARTER UPON DOMESTICATION
(a) Whenever a domestic business corporation has adopted and approved, in the manner required by this chapter, a plan of domestication providing for the corporation to be domesticated in a foreign jurisdiction, articles of charter surrender shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth:
(1) the name of the corporation;
(2) a statement that the articles of charter surrender are being filed in connection with the domestication of the corporation in a foreign jurisdiction;
(3) a statement that the domestication was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this chapter and the articles of organization; and
(4) the corporation's new jurisdiction of incorporation.
(b) The articles of charter surrender shall be delivered by the corporation to the secretary of state for filing. The articles of charter surrender shall take effect on the effective time provided in section 1.23.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 9.25 - Abandonment of a Domestication

Section 9.25. ABANDONMENT OF A DOMESTICATION
(a) Unless otherwise provided in a plan of domestication of a domestic business corporation, after the plan has been adopted and approved as required by this subdivision, and at any time before the domestication has become effective, it may be abandoned by the board of directors without action by the shareholders.
(b) If a domestication is abandoned under subsection (a) after articles of charter surrender have been filed with the secretary of state but before the domestication has become effective, a statement that the domestication has been abandoned in accordance with this section, executed by an officer or other duly authorized representative, shall be delivered to the secretary of state for filing prior to the effective date of the domestication. The statement shall take effect upon filing and the domestication shall be deemed abandoned and shall not become effective.
(c) If the domestication of a foreign business corporation into the commonwealth is abandoned in accordance with the laws of the foreign jurisdiction after articles of domestication have been filed with the secretary of state but before their effective date, a statement that the domestication has been abandoned, executed by an officer or other duly authorized representative shall be delivered to the secretary of state for filing. The statement shall take effect upon filing and the domestication shall be considered abandoned and shall not become effective.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 9.30 - Nonprofit Conversion

Section 9.30. NONPROFIT CONVERSION
(a) A domestic business corporation may become a domestic nonprofit corporation pursuant to a plan of nonprofit conversion.
(b) A domestic business corporation may become a foreign nonprofit corporation if the nonprofit conversion 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 nonprofit conversion, the foreign nonprofit conversion shall be approved by the adoption by the domestic business corporation of a plan of nonprofit conversion in the manner provided in this subdivision. The laws of the foreign jurisdiction govern the effect of the foreign nonprofit conversion.
(c) The plan of nonprofit conversion shall include:
(1) the terms and conditions of the conversion;
(2) the manner and basis of reclassifying the shares of the corporation into memberships, if any, or securities, obligations, rights to acquire memberships or securities, cash, other property, or any combination of the foregoing;
(3) any desired amendments to the articles of organization of the corporation following its conversion; and
(4) if the domestic business corporation is to be converted into a foreign nonprofit corporation, a statement of the jurisdiction in which the corporation will be incorporated after the conversion.
The plan of nonprofit conversion may include any other provisions relating to the conversion that may be desired.
(d) The plan of nonprofit conversion may also include a provision that the plan may be amended before filing articles of nonprofit conversion, except that subsequent to approval of the plan by the shareholders it may not be amended to change:
(1) the amount or kind of memberships or securities, obligations, rights to acquire memberships or 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 consummation of the conversion, except for changes permitted by section 10.05; 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.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 9.32 - Articles of Nonprofit Conversion

Section 9.32. ARTICLES OF NONPROFIT CONVERSION
(a) After a plan of nonprofit conversion providing for the conversion of a domestic business corporation to a domestic nonprofit corporation has been adopted and approved as required by this chapter, articles of nonprofit conversion shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles shall set forth:
(1) the name of the corporation immediately before the filing of the articles of nonprofit conversion and if that name does not satisfy the requirements of chapter 180 or the corporation desires to change its name in connection with the conversion, a name that satisfies the requirements of said chapter 180; and
(2) a statement that the plan of nonprofit conversion was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this chapter and the articles of organization.
(b) The articles of nonprofit conversion shall either contain all of the provisions that chapter 180 requires to be set forth in articles of organization of a domestic nonprofit corporation and any other desired provisions permitted by said chapter 180, or shall have attached articles of organization that satisfy the requirements of said chapter 180, except that in either case provisions that would not be required to be included in restated articles of organization of a domestic nonprofit corporation may be omitted.
(c) The articles of nonprofit conversion shall be delivered to the secretary of state for filing and shall take effect at the effective time provided in section 1.23.
(d) The resulting or surviving corporation shall file a copy of the articles of nonprofit conversion certified by the state secretary in the registry of deeds in each district within the commonwealth in which real property of the corporation is situated. The conversion shall be valid and effective in accordance with the terms of the plan of nonprofit conversion and the articles of nonprofit conversion delivered to the secretary of state pursuant to subsection (c) of section 9.32, notwithstanding any failure to make the filing.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 9.33 - Surrender of Charter Upon Foreign Nonprofit Conversion

Section 9.33. SURRENDER OF CHARTER UPON FOREIGN NONPROFIT CONVERSION
(a) Whenever a domestic business corporation has adopted and approved, in the manner required by this subdivision, a plan of nonprofit conversion providing for the corporation to be converted to a foreign nonprofit corporation, articles of charter surrender shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth:
(1) the name of the corporation;
(2) a statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign nonprofit corporation;
(3) a statement that the foreign nonprofit conversion was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this chapter and the articles of organization; and
(4) the corporation's new jurisdiction of incorporation.
(b) The articles of charter surrender shall be delivered by the corporation to the secretary of state for filing. The articles of charter surrender shall take effect on the effective time provided in section 1.23.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 9.35 - Abandonment of a Nonprofit Conversion

Section 9.35. ABANDONMENT OF A NONPROFIT CONVERSION
(a) Unless otherwise provided in a plan of nonprofit conversion of a domestic business corporation, after the plan has been adopted and approved as required by this chapter, and at any time before the nonprofit conversion has become effective, it may be abandoned by the board of directors without action by the shareholders.
(b) If a nonprofit conversion is abandoned under subsection (a) after articles of nonprofit conversion or articles of charter surrender have been filed with the secretary of state but before the nonprofit conversion has become effective, a statement that the nonprofit conversion has been abandoned in accordance with this section, executed by an officer or other duly authorized representative, shall be delivered to the secretary of state for filing before the effective date of the nonprofit conversion. The statement shall take effect upon filing and the nonprofit conversion shall be deemed abandoned and shall not become effective.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 9.40 - Foreign Nonprofit Domestication and Conversion

Section 9.40. FOREIGN NONPROFIT DOMESTICATION AND CONVERSION
A foreign nonprofit corporation may become a domestic business corporation if the domestication and conversion is permitted by the organic law of the foreign nonprofit corporation. The laws of the commonwealth shall govern the effect of converting to a domestic business corporation pursuant to this subdivision.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 9.41 - Articles of Domestication and Conversion

Section 9.41. ARTICLES OF DOMESTICATION AND CONVERSION
(a) After the conversion of a foreign nonprofit corporation to a domestic business corporation has been authorized as required by the laws of the foreign jurisdiction, articles of domestication and conversion shall be executed by any officer or other duly authorized representative. The articles shall set forth:
(1) the name of the corporation immediately before the filing of the articles of domestication and conversion and, if that name is unavailable for use in the commonwealth or the corporation desires to change its name in connection with the domestication and conversion, a name that satisfies the requirements of section 4.01;
(2) the jurisdiction of incorporation of the corporation immediately before the filing of the articles of domestication and conversion and the date the corporation was incorporated in that jurisdiction; and
(3) a statement that the domestication and conversion of the corporation in the commonwealth was duly authorized as required by the laws of the jurisdiction in which the corporation was incorporated immediately before its domestication and conversion in the commonwealth.
(b) The articles of domestication and conversion shall either contain all of the provisions that subsection (a) of section 2.02 requires to be set forth in articles of organization and any other desired provisions that subsection (b) of section 2.02 permits to be included in articles of organization, or shall have attached articles of organization. In either case, provisions that would not be required to be included in restated articles of organization may be omitted.
(c) The articles of domestication and conversion shall be delivered by the corporation to the secretary of state for filing and shall take effect at the effective time provided in section 1.23.
(d) The corporation shall file a copy of the articles of domestication and conversion certified by the state secretary in the registry of deeds in each district within the commonwealth in which real property of the corporation is situated. The domestication and conversion shall be valid and effective in accordance with the terms of the plan of domestication and conversion and the articles of domestication and conversion delivered to the secretary of state pursuant to subsection (c), notwithstanding any failure to make the filing.
(e) If the foreign nonprofit corporation is authorized to transact business in the commonwealth under this chapter, its authority shall be cancelled automatically on the effective date of its domestication and conversion.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 9.43 - Abandonment of a Foreign Nonprofit Domestication and Conversion

Section 9.43. ABANDONMENT OF A FOREIGN NONPROFIT DOMESTICATION AND CONVERSION
If the domestication and conversion of a foreign nonprofit corporation to a domestic business corporation is abandoned in accordance with the laws of the foreign jurisdiction after articles of domestication and conversion have been filed with the secretary of state, a statement that the domestication and conversion has been abandoned, executed by an officer or other duly authorized representative, shall be delivered to the secretary of state for filing. The statement shall take effect upon filing and the domestication and conversion shall be deemed abandoned and shall not become effective.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 9.51 - Plan of Entity Conversion

Section 9.51. PLAN OF ENTITY CONVERSION
(a) A plan of entity conversion shall include:
(1) a statement of the type of entity the surviving entity will be and, if it will be a foreign other entity, its jurisdiction of organization;
(2) the terms and conditions of the conversion;
(3) if the surviving entity will be an other entity, the manner and basis of converting the shares of the domestic business corporation into interests or other securities, obligations, rights to acquire interests or other securities, cash, other property, or any combination of the foregoing; and
(4) if the surviving entity will be a domestic business corporation, the manner and basis of converting the interests in the other entity into shares of the domestic business corporation, if any, or other securities, obligations, rights to acquire interests or other securities, cash, other property, or any combination of the foregoing; and
(5) the full text of the organic documents of the surviving entity, as they will be in effect immediately after consummation of the conversion.
The plan of entity conversion may include any other provisions relating to the conversion that may be desired.
(b) The plan of entity conversion may also include a provision that the plan may be amended prior to filing articles of entity conversion, except that subsequent to approval of the plan by the shareholders or by the holders of voting interests in the other entity the plan may not be amended to change:
(1) the amount or kind of shares or other securities, interests, obligations, rights to acquire shares, other securities or interests, cash, or other property to be received by the shareholders or interest holders under the plan;
(2) the organic documents that will be in effect immediately following the conversion, except for changes permitted by a provision of the organic law of the surviving entity comparable to section 10.05; or
(3) any of the other terms or conditions of the plan if the change would adversely affect any of the shareholders or the interest holders in any material respect.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 9.54 - Surrender of Charter Upon Conversion

Section 9.54. SURRENDER OF CHARTER UPON CONVERSION
(a) Whenever a domestic business corporation has adopted and approved, in the manner required by this subdivision, a plan of entity conversion providing for the corporation to be converted to a foreign other entity, articles of charter surrender shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth:
(1) the name of the corporation;
(2) a statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign other entity;
(3) a statement that the conversion was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this chapter and the articles of organization;
(4) the jurisdiction under the laws of which the surviving entity will be organized;
(5) if the surviving entity will be a nonfiling entity, the address of its executive office immediately after the conversion.
(b) The articles of charter surrender shall be delivered by the corporation to the secretary of state for filing. The articles of charter surrender shall take effect on the effective time provided in section 1.23.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 9.56 - Abandonment of an Entity Conversion

Section 9.56. ABANDONMENT OF AN ENTITY CONVERSION
(a) Unless otherwise provided in a plan of entity conversion of a domestic business corporation, after the plan has been adopted and approved as required by this chapter, and at any time before the entity conversion has become effective, it may be abandoned by the board of directors without action by the shareholders.
(b) If an entity conversion is abandoned after articles of entity conversion or articles of charter surrender have been filed with the secretary of state but before the entity conversion has become effective, a statement that the entity conversion has been abandoned in accordance with this section, executed by an officer or other duly authorized representative, shall be delivered to the secretary of state for filing before the effective date of the entity conversion. Upon filing, the statement shall take effect and the entity conversion shall be considered abandoned and shall not become effective.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 10.01 - Authority to Amend

Section 10.01. AUTHORITY TO AMEND
(a) A corporation may amend its articles of organization at any time to add or change a provision that is required or permitted in the articles of organization as of the effective date of the amendment or to delete a provision not required in the articles of organization.
(b) A shareholder of the corporation shall not have a vested property right resulting from any provision in the articles of organization, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 10.02 - Amendment Before Issuance of Shares

Section 10.02. AMENDMENT BEFORE ISSUANCE OF SHARES
If a corporation has not yet issued shares, its board of directors, or its incorporators if it has no board of directors, may adopt one or more amendments to the corporation's articles of organization.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 10.04 - Voting on Amendments by Voting Groups

Section 10.04. VOTING ON AMENDMENTS BY VOTING GROUPS
(a) The holders of the outstanding shares of a class or of a series of a class are entitled to vote as a separate voting group, whether or not shareholder voting is otherwise required by this chapter, on a proposed amendment to the articles of organization if the amendment would:
(1) increase or decrease the aggregate number of authorized shares of the class or the series;
(2) authorize an exchange or effect a reclassification of all or part of the shares of the class or series into shares of another class or series;
(3) authorize an exchange or create a right of exchange, or effect a reclassification, of all or part of the outstanding shares of another class or series into shares of the class or series;
(4) change the designation, or the stated rights, preferences or limitations of all or part of the shares of the class or the series;
(5) change all or part of the shares of the class or series into a different number of shares of the same class or series;
(6) increase the voting rights of the outstanding shares of another class or series relative to the voting rights of the subject class or series;
(7) increase directly the stated rights or preferences of the outstanding shares of another class or series with respect to distributions or to dissolution, to make them prior, superior, or substantially equal to the rights or preferences of the subject class or series, or do so indirectly by way of implementing an exchange or reclassification of the outstanding shares of the other class or series into shares of a third class or series;
(8) limit or deny an existing preemptive right of all or part of the outstanding shares of the class or series; or
(9) cancel or otherwise affect interests in distributions or dividends that have accumulated but not yet been declared on all or part of the outstanding shares of the class or series.
(b) If a proposed amendment that entitles the holders of 2 or more classes or series of shares to vote as separate voting groups under this section would affect those 2 or more classes or series in the same or a substantially similar way, the holders of shares of all the classes or series so affected shall vote together as a single voting group on the proposed amendment, unless otherwise provided in the articles of organization or required by the board of directors.
(c) A class or series of shares is entitled to the voting rights granted by this section although the articles of organization provide that the shares are nonvoting shares.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 10.05 - Amendment by Board of Directors

Section 10.05. AMENDMENT BY BOARD OF DIRECTORS
Unless the articles of organization provide otherwise, a corporation's board of directors may adopt amendments to the corporation's articles of organization without shareholder approval:
(1) to extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
(2) if the corporation has only one class of shares outstanding:
(a) to change each issued and unissued authorized share of the class into a greater number of whole shares of that class; or
(b) to increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend;
(3) to change the corporate name by substituting the word ''corporation,'' ''incorporated,'' ''company,'' ''limited,'' or the abbreviation ''corp.,'' ''inc.,'' ''co.,'' or ''ltd.,'' for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name;
(4) to reflect a reduction in authorized shares, as a result of the operation of subsection (b) of section 6.31, when the corporation has acquired its own shares and the articles of organization prohibit the reissue of the acquired shares;
(5) to delete a class or series of shares from the articles of organization, as a result of the operation of subsection (b) of section 6.31 or of the conversion of the shares, when there are no remaining shares of the class or series because the corporation has acquired all shares of the class or series, or all shares of the class or series have been converted into other securities, and the articles of organization prohibit the reissue of the acquired or converted shares; or
(6) to make any change expressly permitted by section 6.02 to be made without shareholder approval.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 10.06 - Articles of Amendment

Section 10.06. ARTICLES OF AMENDMENT
After an amendment to the articles of organization has been adopted and approved in the manner required by the chapter and by the articles of organization, the corporation shall deliver to the secretary of state for filing articles of amendment setting forth:
(1) the name of the corporation;
(2) the text of each amendment adopted;
(3) if an amendment authorizes an exchange, or effects a reclassification or cancellation, of issued shares, provisions for implementing that action unless contained in the amendment itself;
(4) the date of each amendment's adoption;
(5) if an amendment:
(a) was adopted by the incorporators or board of directors without shareholder approval, a statement that the amendment was duly approved by the incorporators or by the board of directors, as the case may be, and that shareholder approval was not required;
(b) required approval by the shareholders, a statement that the amendment was duly approved by the shareholders in the manner required by this chapter and by the articles of organization.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 10.07 - Restated Articles of Organization

Section 10.07. RESTATED ARTICLES OF ORGANIZATION
(a) A corporation's board of directors may restate its articles of organization at any time, with or without shareholder approval, to consolidate all amendments into a single document.
(b) If the restated articles include one or more new amendments that require shareholder approval, the amendments must be adopted and approved as provided in section 10.03.
(c) A corporation that restates its articles of organization shall deliver to the secretary of state for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of organization together with a certificate which states that the restated articles consolidate all amendments into a single document and, if a new amendment is included in the restated articles, which also includes the statements required under section 10.06.
(d) Duly adopted restated articles of organization supersede the original articles of organization and all amendments thereto.
(e) The secretary of state may certify restated articles of organization as the articles of organization currently in effect, without including the certificate information required by subsection (c).
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 10.08 - Effect of Amendment

Section 10.08. EFFECT OF AMENDMENT
An amendment to the articles of organization shall not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name shall not abate a proceeding brought by or against the corporation in its former name.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 10.20 - Amendment by Board of Directors or Shareholders

Section 10.20. AMENDMENT BY BOARD OF DIRECTORS OR SHAREHOLDERS
(a) The power to make, amend or repeal bylaws shall be in the shareholders. If authorized by the articles of organization, or by the bylaws pursuant to authorization in the articles, the board of directors may also make, amend or repeal bylaws in whole or in part, except with respect to any provision thereof which by virtue of an express provision in this chapter, the articles of organization, or the bylaws, requires action by the shareholders.
(b) Not later than the time of giving notice of the meeting of shareholders next following the making, amending or repealing by the board of directors of any bylaw, notice stating the substance of the action taken by the board of directors shall be given to all shareholders entitled to vote on amending the bylaws. Any action taken by the board of directors with respect to the bylaws may be amended or repealed by the shareholders.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 10.21 - Bylaw Dealing With Quorum or Voting Requirements for Shareholders

Section 10.21. BYLAW DEALING WITH QUORUM OR VOTING REQUIREMENTS FOR SHAREHOLDERS
(a) If authorized by the articles of organization, the initial bylaws or a bylaw subsequently adopted by shareholders may provide for a greater or lesser quorum requirement for action by any voting group of shareholders, or for a greater affirmative vote requirement, including additional separate voting groups, than is provided for by this chapter.
(b) Approval of an amendment to the bylaws that changes or deletes a quorum or voting requirement for action by shareholders must satisfy both the applicable quorum and voting requirements for action by shareholders with respect to amendment of the bylaws and also the particular quorum and voting requirements sought to be changed or deleted.
(c) A bylaw dealing with quorum or voting requirements for shareholders, including additional voting groups, may not be adopted, amended or repealed by the board of directors.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 10.22 - Bylaw Dealing With Quorum or Voting Requirements for Board of Directors

Section 10.22. BYLAW DEALING WITH QUORUM OR VOTING REQUIREMENTS FOR BOARD OF DIRECTORS
(a) A bylaw that fixes a greater or lesser quorum requirement for action by the board of directors, or a greater voting requirement, than provided for by this chapter may be adopted in the initial bylaws, or thereafter by the shareholders pursuant to subsection (a) of section 10.20, or by the board of directors if authorized by subsection (a) of section 10.20.
(b) A bylaw authorized by subsection (a) may be amended or repealed by the shareholders, or by the board of directors if authorized by subsection (a) of section 10.20;
(c) A bylaw adopted or amended by the shareholders pursuant to subsection (a) may provide that it may be amended or repealed only by a specified vote of the shareholders, or by a specified vote of the board of directors if the board is authorized to act by both subsection (a) of section 10.20 and subsection (b) of this section.
(d) If the board of directors is authorized to amend the bylaws by subsection (a) of section 10.20, approval by the board of directors of an amendment to the bylaws that changes or deletes a quorum or voting requirement for action by the board of directors must satisfy both the applicable quorum and voting requirements for action by the board of directors with respect to amendment of the bylaws, and also the particular quorum and voting requirements sought to be changed or deleted.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 11.01 - Definitions

Section 11.01. DEFINITIONS
As used in this PART:
''Interests'', includes any form of membership in a domestic or foreign nonprofit corporation.
''Merger'', a business combination pursuant to section 11.02.
''Other entity'', includes a domestic or foreign nonprofit corporation.
''Party to a merger'' or ''party to a share exchange'', any domestic or foreign corporation or other entity that will either:
(1) merger under a plan of merger;
(2) acquire shares or interests of another corporation or an other entity in a share exchange; or
(3) have all of its shares or interests or all of one or more classes or series of its shares or interests acquired in a share exchange.
''Share exchange'', a business combination pursuant to section 11.03.
''Survivor'', in a merger, the corporation or other entity into which one or more other corporations or other entities are merged. A survivor of a merger may preexist the merger or be created by the merger.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 11.05 - Merger Between Parent and Subsidiary or Between Subsidiaries

Section 11.05. MERGER BETWEEN PARENT AND SUBSIDIARY OR BETWEEN SUBSIDIARIES
(a) A domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry at least 90 per cent of the voting power of each class and series of the outstanding shares of the subsidiary that have voting power may merge the subsidiary into itself or into another such subsidiary, or merge itself into the subsidiary, without the approval of the board of directors or shareholders of the subsidiary, unless the articles of organization of any of the corporations otherwise provide, and unless, in the case of a foreign subsidiary, approval by the subsidiary's board of directors or shareholders is required by the laws under which the subsidiary is organized.
(b) If under subsection (a) approval of a merger by the subsidiary's shareholders is not required, the parent corporation shall, within 10 days after the effective date of the merger, notify each of the subsidiary's shareholders that a merger has become effective.
(c) Except as provided in subsections (a) and (b), a merger between a parent and subsidiary shall be governed by PART 11 applicable to mergers generally.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 11.06 - Articles of Merger or Share Exchange

Section 11.06. ARTICLES OF MERGER OR SHARE EXCHANGE
(a) After a plan of merger or share exchange has been adopted and approved as required by this chapter, articles of merger or share exchange shall be executed on behalf of each party to the merger or share exchange by any officer or other duly authorized representative. The articles shall set forth:
(1) the names of the parties to the merger or share exchange and the date on which the merger or share exchange occurred or is to be effective;
(2) if the articles of organization of the survivor of a merger are amended, or if a new corporation is created as a result of a merger, the amendments to the survivor's articles of organization or the articles of organization of the new corporation;
(3) if the plan of merger or share exchange required approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, a statement that the plan was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this chapter and the articles of organization;
(4) if the plan of merger or share exchange did not require approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, a statement to that effect; and
(5) as to each foreign corporation and each other entity that was a party to the merger or share exchange, a statement that the participation of the foreign corporation or other entity was duly authorized by the laws under which the corporation or other entity is organized or by which it is governed and by all action required by such laws, and by its articles of organization or other organizational documents.
(b) Articles of merger or share exchange shall be delivered to the secretary of state for filing by the survivor of the merger or the acquiring corporation in a share exchange and shall take effect at the effective time provided in section 1.23.
(c) The survivor of the merger or share exchange shall file a copy of the articles of merger or share exchange certified by the state secretary in the registry of deeds in each district within the commonwealth in which real property of any constituent corporation is situated, except that no filing need be made with respect to real property of a constituent corporation which is the survivor. The effectiveness of the merger or share exchange shall not be affected by this requirement.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 11.08 - Abandonment of a Merger or Share Exchange

Section 11.08. ABANDONMENT OF A MERGER OR SHARE EXCHANGE
(a) Unless otherwise provided in a plan of merger or share exchange or in the laws under which a foreign corporation or a domestic or foreign other entity that is a party to a merger or a share exchange is organized or by which it is governed, after the plan has been adopted and approved as required by this chapter, and at any time before the merger or share exchange has become effective, it may be abandoned by any party thereto without action by the party's shareholders or owners of interests, in accordance with any procedures set forth in the plan of merger or share exchange or, if no such procedures are set forth in the plan, in the manner determined by the board of directors of a corporation, or the managers of an other entity, subject to any contractual rights of other parties to the merger or share exchange.
(b) If a merger or share exchange is abandoned under subsection (a) after articles of merger or share exchange have been filed with the secretary of state but before the merger or share exchange has become effective, a statement that the merger or share exchange has been abandoned in accordance with this section, executed on behalf of a party to the merger or share exchange by an officer or other duly authorized representative, shall be delivered to the secretary of state for filing prior to the effective date of the merger or share exchange. Upon filing, the statement shall take effect and the merger or share exchange shall be deemed abandoned and shall not become effective.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 12.01 - Sale of Assets in Regular Course of Business and Mortgage of Assets

Section 12.01. SALE OF ASSETS IN REGULAR COURSE OF BUSINESS AND MORTGAGE OF ASSETS
(a) A corporation may, on the terms and conditions and for the consideration determined by the board of directors:
(1) sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business;
(2) mortgage, pledge, including any sale upon foreclosure of such pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber all or substantially all of its property whether or not in the usual and regular course of business;
(3) transfer all, or substantially all, of its property to another corporation all of the shares of which are owned, directly or indirectly, by the corporation; or
(4) distribute assets pro rata to the holders of 1 or more classes or series of the corporation's shares.
(b) Unless the articles of organization require it, approval by the shareholders of a transaction described in subsection (a) is not required.