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2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156e - Benefit Corporations › Section 8 - Creation for Benefit Corporation Resulting From Merger, Share Exchange or Conversion

Section 8. (a) An entity that is not a benefit corporation shall become a benefit corporation and shall be subject to this chapter if:
(1) the entity that is not a benefit corporation is a party to a merger or conversion or the entity that is not a benefit corporation is the exchanging corporation in a share exchange; and
(2) the surviving corporation in the merger, share exchange or conversion is to be a benefit corporation.
(b) In order to be effective, a plan of merger or share exchange subject to this section, shall be adopted by the minimum status vote.
(c) If a corporation that is not a benefit corporation is a party to a merger, share exchange or conversion in which the surviving or resulting corporation is a benefit corporation, the transaction shall be treated as if it were a conversion to nonprofit status for purposes of section 13.02 of chapter 156D and the shareholders of the corporation shall be entitled to appraisal rights under sections 13.01 to 13.31, inclusive, of said chapter 156D.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156e - Benefit Corporations › Section 9 - General Public Benefit; Specific Public Benefit

Section 9. (a) In addition to its purposes under chapter 156D as a business corporation, a benefit corporation shall have the purpose of creating general public benefit.
(b) The articles of organization of a benefit corporation may identify 1 or more specific public benefits that it is the purpose of the benefit corporation to create in addition to its purpose as a business corporation and under subsection (a). The identification of a specific public benefit under this subsection shall not limit the obligation of a benefit corporation under subsection (a).
(c) The creation of a general public benefit and a specific public benefit under subsections (a) and (b) shall be in the best interest of the benefit corporation.
(d) A benefit corporation may amend its articles of organization to add, amend or delete the identification of a specific public benefit under chapter 156D; provided, however, that the elimination of an optional specific public benefit shall not significantly diminish or eliminate the general public benefit required in this subsection.
(e) A professional corporation that is a benefit corporation shall not be in violation of section 3 of chapter 156A by having the purpose to create a general public benefit or a specific public benefit.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156e - Benefit Corporations › Section 10 - Board of Directors, Committees and Individual Directors; Consideration of Best Interests of Corporation; Non-Liability for Monetary Damages

Section 10. (a) In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board and individual directors of a benefit corporation:
(1) shall consider the effects of any action upon:
(i) the shareholders of the benefit corporation;
(ii) the employees and workforce of the benefit corporation, its subsidiaries and its suppliers;
(iii) the interest of customers or clients as beneficiaries of the general public benefit or specific public benefit purposes of the benefit corporation;
(iv) community and societal factors, including those of each community in which offices or facilities of the benefit corporation, its subsidiaries or its suppliers are located;
(v) the local, regional and global environment;
(vi) the short-term and long-term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the benefit corporation; and
(vii) the ability of the benefit corporation to accomplish its general public benefit purpose and any specific public benefit purpose; and
(2) may consider:
(i) the interests of the economy of the state, the region and the country under clause (3) of subsection (a) of section 8.30 of chapter 156D; or
(ii) other pertinent factors or the interests of any other group that they considerdeem appropriate.
(b) Directors shall consider the factors in clause (1) of subsection (a) using sound and reasonable judgment in determining corporate actions and the best interests of the benefit corporation. Directors shall not be required to give priority to the interests of a particular person or group referred to in clauses (1) or (2) of said subsection (a) over the interests of any other person or group unless the benefit corporation has stated in its articles its intention to give priority to certain interests related to its accomplishment of its general public benefit purpose or of a specific public benefit purpose identified in its articles.
(c) The consideration of interests and factors in the manner required by subsection (a) shall not constitute a violation of section 8.01 of chapter 156D.
(d) A director shall not be personally liable for monetary damages for:
(1) any action or inaction as a director if the director performed the duties of office in compliance with section 8.30 of chapter 156D and this section; or
(2) failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.
(e) A director shall not have a fiduciary duty to a person that is a beneficiary of the general or specific public benefit purposes of a benefit corporation arising from the status of the person as a beneficiary.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156e - Benefit Corporations › Section 12 - Officers; Consideration of Interests and Factors of Sec. 10, Subsec. (A); Non-Liability for Monetary Damages

Section 12. (a) Each officer of a benefit corporation shall consider the interests and factors described in clause (1) of subsection (a) of section 10 in the manner provided in said subsection (a) if:
(1) the officer has discretion to act with respect to a matter; and
(2) it reasonably appears to the officer that the matter may have a material effect on the creation of a general public benefit or a specific public benefit by the benefit corporation.
(b) The consideration of interests and factors in the manner described in clause (1) of subsection (a) shall not constitute a violation of section 8.41 of chapter 156D.
(c) An officer shall not be personally liable for monetary damages for:
(1) any action or inaction as an officer if the officer performed the duties of the position in compliance with chapter 156D and this section; or
(2) failure of the benefit corporation to pursue or create a general public benefit or a specific public benefit.
(d) An officer shall not have a fiduciary duty to a person that is a beneficiary of the general or specific public benefit purposes of a benefit corporation arising from the status of the person as a beneficiary.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156e - Benefit Corporations › Section 13 - Benefit Officer; Powers and Duties

Section 13. (a) A benefit corporation may have an officer designated as the benefit officer. A benefit officer shall have:
(1) the powers and duties relating to the purpose of the corporation to create a general public benefit or a specific public benefit provided:
(i) by the bylaws; or
(ii) absent controlling provisions in the bylaws, by resolutions or orders of the board of directors; and
(2) the duty to oversee and prepare the annual benefit report required by subsection (a) of section 15.
[There is no subsection (b).]
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156e - Benefit Corporations › Section 14 - Benefit Enforcement Proceeding

Section 14. (a)(1) The duties under this chapter and the general public benefit purpose and any specific public benefit purpose of a benefit corporation may be enforced only in a benefit enforcement proceeding.
(2) Except in a benefit enforcement proceeding, no person shall bring an action or assert a claim against a benefit corporation or its directors or officers with respect to:
(i) failure to pursue or create general or specific public benefits set forth in its articles; or
(ii) a violation of a duty or standard of conduct under this chapter.
(3) A benefit corporation shall not be liable for monetary damages under this chapter for any failure of the benefit corporation to pursue or create a general public benefit or a specific public benefit.
(b) A benefit enforcement proceeding shall be commenced or maintained only:
(1) directly by the benefit corporation; or
(2) derivatively by:
(i) a shareholder;
(ii) a director;
(iii) a person or group of persons that owns beneficially or of record 5 per cent or more of the equity interests in an association of which the benefit corporation is a subsidiary; or
(iv) other persons as specified in the articles of organization, bylaws or shareholder agreement of the benefit corporation.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156e - Benefit Corporations › Section 15 - Annual Benefit Report

Section 15. (a) A benefit corporation shall prepare an annual benefit report, including all of the following information:
(1) a narrative description of:
(i) the ways in which the benefit corporation pursued a general public benefit during the year and the extent to which general public benefit was created;
(ii) the ways in which the benefit corporation pursued a specific public benefit that the articles of organization state it is the purpose of the benefit corporation to create and the extent to which that specific public benefit was created;
(iii) any circumstances that have hindered the creation by the benefit corporation of general public benefit or specific public benefit; and
(iv) the process and rationale for selecting or changing the third-party standard used to prepare the benefit report;
(2) an assessment of the overall social and environmental performance of the benefit corporation against a third-party standard:
(i) applied consistently with any application of that standard in prior benefit reports; or
(ii) accompanied by an explanation of the reasons for any inconsistent application;
(3) the name of the benefit director and the benefit officer, if any, and the address to which correspondence to each of them may be directed;
(4) the compensation paid by the benefit corporation during the year to each director in the capacity of a director;
(5) the name of each person that owns 5 per cent or more of the outstanding shares of the benefit corporation either: (i) of record; or (ii) beneficially, to the extent known to the benefit corporation without investigation;
(6) the statement of the benefit director described in subsection (c) of section 11;
(7) a statement of any connection between the organization that established the third-party standard, or its directors, officers or any holder of 5 per cent or more of the governance interests in the organization, and the benefit corporation or its directors, officers or any holder of 5 per cent or more of the outstanding shares of the benefit corporation, including any financial or governance relationship which might materially affect the credibility of the use of the third-party standard; and
(8) if the benefit corporation has dispensed with, or restricted the discretion or powers of, the board of directors, a description of:
(i) the persons that exercise the powers, duties and rights and who have the immunities of the board of directors; and
(ii) the benefit director, as required by subsection (d) of section 11.
(b) Nothing in this chapter shall require the benefit report or the assessment of the performance of the benefit corporation in the benefit report required by clause (2) of subsection (a) to be audited or certified by a third party standards provider.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156e - Benefit Corporations › Section 16 - Timing of Annual Benefit Report Sent to Shareholders; Posting on Website; Copy to State Secretary

Section 16. (a) The annual benefit report shall be sent to each shareholder at the same time that the benefit corporation delivers any other annual report to its shareholders, or within 120 days following the end of the fiscal year of the benefit corporation.
(b) A benefit corporation shall post its most recent annual benefit report on the public portion of its website, if any, but the compensation paid to directors and financial, confidential or proprietary information included in the benefit report may be omitted from the benefit report as posted.
(c) If a benefit corporation does not have a website, the benefit corporation shall provide a copy of its most recent benefit report, without charge, to any person that requests a copy, but the compensation paid to directors and financial or proprietary information included in the benefit report may be omitted from the copy of the benefit report provided.
(d) The benefit corporation shall deliver a copy of the benefit report to the state secretary with its annual report required by section 16.22 of chapter 156D, but the compensation paid to directors and financial, confidential or proprietary information included in the benefit report may be omitted from the benefit report as filed. The state secretary shall charge a fee of $75 for filing a benefit report in addition to the fee required for the annual report.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 157 - Co-Operative Corporations › Section 2 - Distribution of Earnings or Profits; Sinking Fund; Limitation Upon Shares Held

Section 2. Such corporation shall distribute its earnings or profits among its workmen, purchasers and stockholders at such times and in such manner as its by-laws prescribe, but at least once in every twelve months. No distribution shall be made, unless at least ten per cent of the net profits have been appropriated for a contingent or sinking fund, until an amount has accumulated equal to thirty per cent of its capital stock issued and outstanding. No person shall hold shares in any such corporation to an amount exceeding one thousand dollars at their par value, nor shall a stockholder be entitled to more than one vote upon any subject.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 157 - Co-Operative Corporations › Section 3 - Co-Operative Agricultural, Dairy or Mercantile Associations; Name

Section 3. Seven or more persons, residents of the commonwealth, may associate themselves as a corporation, association, society, company or exchange, to conduct within the commonwealth any agricultural, dairy or mercantile business on the co-operative plan. The word ''co-operative'' shall form a part of the name of the corporation, and, for the purposes of this and sections three A to nine, inclusive, the words ''association'', ''company'', ''exchange'', ''society'' and ''union'', shall have the same signification and shall import a corporation. The corporation shall be formed as provided in chapter one hundred and fifty-six B, with shares having par value, and shall be subject to the provisions thereof so far as consistent with said sections.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 157 - Co-Operative Corporations › Section 3b - Direct-Charge Cooperatives

Section 3B. Seven or more persons, residents of the commonwealth, may associate themselves as a corporation, association, society or company engaging in cooperative purchasing of goods for the personal use and consumption of the stockholders thereof, members of their families and their guests. A corporation organized under this section shall, in pricing its goods, make no provision for earnings, the accumulation of capital, or operating costs, and shall provide for its operating costs by levying upon its shareholders a direct-charge therefor, on a pro rata basis. The words ''direct charge'' and the word ''cooperative'' shall form a part of the name of the corporation, and for the purposes of this section and sections four to nine, inclusive, the words ''association'', ''company'', ''society'' and ''union'' shall have the same signification and shall import a corporation. The corporation shall be formed as provided in chapter one hundred and fifty-six B, with shares having par value, and shall be subject to the provisions thereof so far as consistent with said sections.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 157 - Co-Operative Corporations › Section 4 - Capital Stock; Powers; By-Laws; Meetings

Section 4. The capital stock of a co-operative corporation formed under section three, three A or three B shall not be less than one hundred dollars nor more than five million dollars. No stockholder shall own shares of a greater par value than one tenth of the total par value of the capital stock issued and outstanding unless in a housing cooperative there are less than ten units in which case each stockholder shall own an equal number of shares of the capital stock issued and outstanding, nor shall any member be entitled to more than one vote on any subject arising in the management of the corporation.
In addition to the powers granted by section sixteen of chapter one hundred and fifty-six B, any corporation organized under section three, three A or three B may provide in its by-laws for the election of directors and other officials by unit or district or by mail ballot; for a method of membership representation by annual election of delegates to represent proportionately the members of such units or districts in the membership meeting of the corporation, and shall hear reports of and instruct the delegates on the policy and business of the corporation. The articles of organization shall be altered or amended, and the by-laws shall be altered, amended or repealed, if the delegate type of membership meeting is adopted by any such corporation, only after notice of the proposed action is given in the call for the annual meetings of the units or districts at which the delegates are to be elected to the membership meeting of the corporation, or in the call for the annual election of such delegates if the vote is to be taken by mail ballot, and only upon vote of two-thirds of the delegates eligible to vote at such membership meeting. Special meetings of the units or districts may be demanded by written petition of at least one-tenth of the membership of any such unit or district for the purpose of instructing its delegate or delegates on questions concerning the operation and business of the corporation, in which case it shall be the duty of the clerk or secretary of the corporation to call such unit or district meeting or meetings to take place within thirty days after such demand. The minutes of such unit or district meeting shall be forwarded by the clerk or secretary of such meeting to the clerk or secretary of the corporation and be kept at the principal place of business in the commonwealth.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 157 - Co-Operative Corporations › Section 5 - Investment of Reserve Fund

Section 5. At any regular meeting, or at any duly called special meeting, at which a majority of its stockholders are present, a corporation formed under section three may authorize the investment if its reserve fund or any part thereof, first, in the building where it is doing business, or, second, in a first mortgage of real estate owned and occupied as a dwelling by any of its stockholders.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 157 - Co-Operative Corporations › Section 6 - Apportionment of Earnings

Section 6. The directors of every corporation formed under section three or under section three A shall apportion its earnings in the following manner:
1. They shall set aside annually not less than ten per cent of its net profits for a reserve fund until there is accumulated in said reserve fund an amount not less than thirty per cent of its paid-up capital stock.
2. They shall declare and pay dividends on the paid-up capital stock not exceeding the prime rate.
3. From the balance of its annual net earnings the directors may appropriate a sum not exceeding five per cent thereof to be used in teaching co-operation.
4. The directors shall distribute the remainder of such earnings or any part thereof by a uniform dividend upon the amount of purchases or rents or sales of shareholders, through the corporation, and, if the directors so vote, upon the amount of wages earned and paid to employees, except that in the case of a purchaser not a shareholder, who desires to become such, a dividend of one half the uniform dividend may be declared upon such non-shareholder's purchases, or rents or sales and credited to him on account of the purchase of stock for which he may subscribe. In productive corporations, including creameries, canneries, storages, factories and the like dividends shall be calculated on raw materials delivered to the corporation instead of on goods purchased. If the corporation be both a purchasing and a selling, or a productive concern, the dividends may be on both raw material and on goods purchased. The profits or net earnings of such corporation shall be distributed to those entitled thereto at such times as the by-laws prescribe, but at least once in every twelve months.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 157 - Co-Operative Corporations › Section 7 - Acceptance of Provisions Relating to Agricultural, Dairy or Mercantile Associations; Approval

Section 7. Any co-operative association now organized by law in the commonwealth for any of the purposes mentioned in section three, and qualified so to do, may by a majority vote of the stockholders at a meeting called therefor vote to accept sections three to seven, inclusive, and shall thereupon present to the state secretary a certificate, signed and sworn to by its clerk or secretary, setting forth a copy of said vote, the date when passed, and such further evidence as the secretary may require of its legal existence and of its intention to accept said sections. The secretary shall examine the certificate and evidence of organization, and, if it appears that the law has been complied with, shall so certify, and shall approve the certificate by his endorsement thereon, and thereupon such corporation shall have the powers and privileges and be subject to the duties and liabilities of corporations formed under section three. Upon the payment of a fee to be determined annually by the commissioner of administration under the provision of section three B of chapter seven, said certificate shall be filed in the office of the state secretary.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 157 - Co-Operative Corporations › Section 8 - Use of Word Co-Operative in Connection With Other Businesses; Penalty

Section 8. Any person, partnership, association or corporation, domestic or foreign, except employee cooperatives organized under chapter one hundred and fifty-seven A and co-operative banks and corporations organized under section ten, transacting business for profit in the commonwealth under any name or title containing the word ''co-operative'', unless the net earnings thereof are distributed in a manner permitted for a co-operative corporation by this chapter, shall forfeit to the commonwealth not more than ten dollars for every day or part thereof during which such name or title is so used. Such forfeiture may be recovered by an information brought in the supreme judicial or superior court by the attorney general, at the relation of the state secretary. Upon such information, the court may issue a temporary or permanent injunction restraining such person, partnership, association or corporation from doing business in the commonwealth, or from so using such name or title, and may make such other orders and decrees as justice and equity may require.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 157 - Co-Operative Corporations › Section 9 - Fee for Filing Articles of Organization

Section 9. The fee for filing the articles of organization required by section three or three A or three B, including the issuing by the state secretary of the certificate of incorporation, shall be determined annually by the commissioner of administration under the provision of section three B of chapter seven.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 157 - Co-Operative Corporations › Section 10 - Agricultural, Horticultural and Other Co-Operative Corporations Incorporated Without Capital Stock; Method of Organization; Rights and Powers of Members

Section 10. Agricultural and horticultural associations engaged in any branch of agriculture, horticulture, viticulture, forestry, dairying, the raising of livestock or poultry and any other farming activity or business, if instituted for the mutual benefit of their members and formed for the purpose of doing business without profit to the association itself may be incorporated without capital stock. Such corporations shall be formed in the manner provided by chapter one hundred and fifty-six B and shall be subject to the provisions of said chapter, so far as applicable. Members of corporations so organized shall have the rights and powers and be subject to the duties and liabilities of stockholders of corporations having capital stock, under the provisions of said chapters, so far as is consistent with this and the eight following sections.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 157 - Co-Operative Corporations › Section 11 - Powers of Corporations Organized Under Sec. 10

Section 11. Any corporation organized under the preceding section shall have power to mortgage or pledge its real or personal property and to issue promissory notes or other evidences of indebtedness. Such corporation shall also have power to establish reserves and invest the funds thereof in such manner as it may deem advisable or as may be provided in its by-laws; and to exercise all other powers, rights and privileges necessary or incidental to the purposes for which said corporation was organized or to the activities in which it is engaged; provided, however, that no such corporation shall handle the products of any non-member, except for storage.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 157 - Co-Operative Corporations › Section 12 - First Meeting; Selection of Directors

Section 12. The first meeting of the corporation shall be held within six months after the execution of the articles of organization. If the directors of the corporation have been previously chosen in anticipation of its organization, or in connection with a plan for preliminary organization, or in accordance with contracts made in anticipation of such organization, such choice of directors shall be ratified at said meeting. Elections of directors shall thereafter be governed by section forty-seven of chapter one hundred and fifty-six B, except as provided in the following section.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 157 - Co-Operative Corporations › Section 13 - Scope of By-Laws; Amendment or Repeal of By-Law

Section 13. In addition to the powers granted by section sixteen of chapter one hundred and fifty-six B, any corporation organized under section ten may provide in its by-laws for the election of directors by districts; for the election of advisory directors who are not members, the number of whom shall not be greater than one fifth the total number of directors; for voting of members by proxy, and the mode thereof, within such limitations and restrictions as may be specified therein; for voting of members by mail in elections and on questions concerning the operation and business of the corporation; for the admission, withdrawal, suspension or expulsion of members; for dues and assessments to be paid by members and the conditions under which such dues and assessments shall be imposed and collected; for determining the rights and interests of members in the property of the corporation, whether equal or unequal; for establishing the basis of voting by the members, especially whether the votes of all members shall be equal, or in proportion to the land area leased or used by each member for production of the products handled by the corporation, or in proportion to the quantity of such products delivered by each member to the corporation during the preceding year; for an approved or established form of marketing contract; and for fines or other penalties for violation of its by-laws or marketing contract. No by-law shall be amended or repealed nor any new by-law adopted, unless notice of the proposed action is given in the call for the meeting at which the proposal is to be considered, or in the call for the vote if the vote is to be taken by mail.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 157 - Co-Operative Corporations › Section 14 - Membership

Section 14. Membership in such corporations shall be limited to persons engaged in the production of products which are handled or to be handled by the corporation, as specified in its articles of organization, including the lessees or tenants of land used for the production of such products and lessors or landlords to whom are due all or any part of such products produced on leased or rented premises in payment for the use of such premises. If a member is a corporation, it may be represented by any officer thereof, duly authorized in writing.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 157 - Co-Operative Corporations › Section 15 - Amendment or Alteration of Articles of Organization

Section 15. Any such corporation may amend or alter its articles of organization in the manner provided by sections seventy to seventy-two, inclusive, of chapter one hundred and fifty-six B, so far as applicable; provided, that such amendment or alteration shall require a vote of three-fourths of the members present and voting at a meeting of the corporation called to consider such amendment or alteration, or if the vote upon such amendment or alteration is taken by mail, by vote of three-fourths of the members who return votes. A vote by mail upon such amendment or alteration shall not be valid unless votes are returned by at least three fifths of the members of the corporation.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 157 - Co-Operative Corporations › Section 16 - Marketing Contracts Between Corporation and Members

Section 16. Any such corporation may enter into marketing contracts with its members by which the members shall agree to sell, for any period of time not exceeding ten years, all or any specified part of their products or of certain specified products exclusively to or through the corporation or any agency designated by it. If such contract provides for a sale to the corporation, title to the products covered thereby shall pass to the corporation absolutely, except for recorded liens, upon delivery or at any other time specified in said contract, if expressly so agreed therein. Any such contract may, however, provide for sale by the corporation of the products of its members with or without acquisition of title to such products by the corporation and may further provide that the corporation shall pay over to the members the resale price after deducting all necessary expenses including any allowances, contributions or deductions authorized by its by-laws or by the contract itself. Such contract shall not be construed as a violation of any provision of sections one to seven, inclusive, of chapter ninety-three, unless it results in an undue enhancement of the price of the product to which the contract applies, nor shall any corporation organized under section ten be liable to prosecution for any action reasonable and proper in the exercise of the rights and powers conferred by sections ten to eighteen, inclusive.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 157 - Co-Operative Corporations › Section 17 - Marketing Contracts; Provisions for Liquidated Damages; Injunction for Breach

Section 17. The marketing contract may fix as liquidated damages specific sums to be paid by a member upon breach of the provisions of said contract requiring sale or delivery of products by the member exclusively to or through the corporation or any agency designated by it, and such provision shall be valid and enforceable in the courts of the commonwealth. Any such corporation may be granted a temporary or permanent injunction against a member for breach or threatened breach of such contract with reference to the said provisions for sale or delivery of products.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 157 - Co-Operative Corporations › Section 18 - Taxation; Filing Fees

Section 18. A corporation organized under the provisions of section ten, and any corporation, association or organization now or hereafter established, organized or chartered without capital stock for a similar purpose under laws other than those of this commonwealth, shall not be liable to taxation under the provisions of chapter sixty-three, but shall be taxable under the provisions of chapter fifty-nine, in the same manner and to the same extent as an individual or partnership. The fee for filing the articles of organization required by section ten, including the issuing by the state secretary of the certificate of incorporation, shall be determined annually by the commissioner of administration under the provision of section three B of chapter seven.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 157a - Employee Cooperative Corporations › Section 2 - Definitions

Section 2. As used in this chapter the following words shall, unless the context clearly requires otherwise, have the following meanings:
''Employee cooperative'', a corporation which has elected to be governed by the provisions of this chapter.
''Member'', a natural person who has been accepted for membership in, and owns a membership share issued by an employee cooperative.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 157a - Employee Cooperative Corporations › Section 3 - Corporations Organized Under Chapter 156d; Election to Be Governed as Employee Cooperative

Section 3. Any corporation organized under chapter 156D may elect to be governed as an employee cooperative under this chapter, by so stating in its articles of organization or articles of amendment filed in accordance with chapter 156B.
A corporation so electing shall be governed by all provisions of said chapter one hundred and fifty-six B other than sections seventy-eight to eighty-five, inclusive, except as otherwise provided in this chapter.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 157a - Employee Cooperative Corporations › Section 6 - Members; Membership Shares; Fees; Rights and Responsibilities

Section 6. (a) The articles of organization or the by-laws shall establish qualifications and the method of acceptance and termination of members. No person may be accepted as a member unless employed by the employee cooperative on a full time or part time basis.
(b) An employee cooperative shall issue a class of voting stock designated as ''membership shares''. Each member shall own only one such membership share, and only members may own such shares.
(c) Membership shares shall be issued for a fee as shall be determined from time to time by the directors. Sections twenty-four, twenty-five, twenty-eight and thirty of said chapter one hundred and fifty-six B shall not apply to such membership shares. Sections seventy-six and eighty-five to ninety-eight, inclusive, of said chapter one hundred and fifty-six B shall not apply to membership shares whose redemption price is determined by reference to internal capital accounts as defined in section nine.
(d) Members of an employee cooperative shall have all the rights and responsibilities of stockholders of a corporation organized under said chapter one hundred and fifty-six B, except as otherwise provided in this chapter.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 157a - Employee Cooperative Corporations › Section 7 - Voting Shares; By-Laws; Amendment of Articles of Organization

Section 7. (a) No capital stock other than membership shares shall be given voting power in an employee cooperative, except as otherwise provided in this chapter or in the articles of organization.
(b) Notwithstanding the provisions of section seventeen of said chapter one hundred and fifty-six B, the power to amend, or repeal by-laws of an employee cooperative shall be in the members only, except to the extent that directors are authorized to amend or repeal the by-laws in accordance with said section seventeen.
(c) Sections seventy, seventy-one and seventy-four of said chapter one hundred and fifty-six B shall be construed to limit voting on any amendment of the articles of organization of an employee cooperative to the members, except that amendments adversely affecting the rights of stockholders as defined in section seventy-seven of said chapter one hundred and fifty-six B may not be adopted without the vote of such stockholders as provided in section seventy-one of said chapter one hundred and fifty-six B.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 157a - Employee Cooperative Corporations › Section 8 - Net Earnings or Losses; Apportionment, Distribution and Payment

Section 8. (a) The net earnings or losses of an employee cooperative shall be apportioned and distributed at such times and in such manner as the articles of organization or by-laws shall specify. Net earnings declared as patronage allocations with respect to a period of time, and paid or credited to members, shall be apportioned among the members in accordance with the ratio which each member's patronage during the period involved bears to total patronage by all members during that period. As used in this chapter, ''patronage'' means the amount of work performed as a member of an employee cooperative, measured in accordance with the articles of organization and by-laws.
(b) The apportionment, distribution, and payment of net earnings required by subsection (a) may be in cash, credits, written notices of allocation, or capital stock issued by the employee cooperative.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 157a - Employee Cooperative Corporations › Section 9 - Internal Capital Accounts; Recall or Redemption of Shares; Interest; Collective Reserve Account

Section 9. (a) Any employee cooperative may establish through its articles of organization or by-laws a system of internal capital accounts, to reflect the book value and to determine the redemption price of membership shares, capital stock, and written notices of allocation. As used in this chapter, ''written notice of allocation'' means a written instrument which discloses to a member the stated dollar amount of such member's patronage allocation and the terms for payment of that amount by the employee cooperative.
(b) The articles of organization or by-laws of an employee cooperative may permit the periodic redemption of written notices of allocation and capital stock, and must provide for recall and redemption of the membership share upon termination of membership in the cooperative. No redemption shall be made if such redemption would result in the liability of any director or officer of the employee cooperative under section sixty-one of said chapter one hundred and fifty-six B.
(c) The articles of organization or by-laws may provide for the employee cooperative to pay or credit interest on the balance in each member's internal capital account.
(d) The articles of organization or by-laws may authorize assignment of a portion of retained net earnings and net losses to a collective reserve account. Earnings assigned to the collective reserve account may be used for any and all corporate purposes as determined by the board of directors.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 157a - Employee Cooperative Corporations › Section 10 - Internal Capital Account Cooperatives

Section 10. (a) An internal capital account cooperative is an employee cooperative whose entire net book value is reflected in internal capital accounts, one for each member, and a collective reserve account, and in which no persons other than members own capital stock. In an internal capital account cooperative, each member shall have one and only one vote in any matter requiring voting by stockholders.
(b) An internal capital account cooperative shall credit the paid-in membership fee and additional paid-in capital of a member to the member's internal capital account, and shall also record the apportionment of retained net earnings or net losses to the members in accordance with patronage by appropriately crediting or debiting the internal capital accounts of members. The collective reserve account in an internal capital account cooperative shall reflect any paid-in capital, net losses, and retained net earnings not allocated to individual members.
(c) In an internal capital account cooperative, the balances in all the individual internal capital accounts and collective reserve account, if any, shall be adjusted at the end of each accounting period so that the sum of the balances is equal to the net book value of the employee cooperative.
(d) Sections seventy-six and eighty-five to ninety-eight, inclusive, of said chapter one hundred and fifty-six B shall not apply to an internal capital account cooperative.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 157a - Employee Cooperative Corporations › Section 11 - Conversion of Membership Shares and Internal Capital Accounts Upon Revocation of Election; Consolidation or Merger

Section 11. (a) When any employee cooperative revokes its election in accordance with section four, the articles of amendment shall provide for conversion of membership shares and internal capital accounts or their conversion to securities or other property in a manner consistent with said chapter one hundred and fifty-six B.
(b) An employee cooperative which has not revoked its election under this chapter may not consolidate or merge with another corporation other than an employee cooperative. Two or more employee cooperatives may consolidate or merge in accordance with sections seventy-eight, eighty, eighty-one, eighty-four and eighty-five of said chapter one hundred and fifty-six B.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 157b - Cooperative Housing Corporations › Section 2 - Application of Chapter; Amendment of Articles of Incorporation to Comply With Chapter

Section 2. This chapter applies to all cooperative corporations organized under it. Any corporation organized under any other chapter of the General Laws may become a cooperative corporation by adopting an amendment to its articles electing to become subject to this chapter and by adopting any further amendment necessary to comply with this chapter. The amendment must be adopted and filed, and shall be effective, according to the chapter under which the corporation was organized before acceptance of this chapter.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 157b - Cooperative Housing Corporations › Section 4 - Definitions

Section 4. In this chapter, the following words shall have the following meanings:—
''board'', board of directors;
''by-laws'', the by-laws of a cooperative corporation as they exist from time to time;
''cooperative corporation'', a corporation organized or existing under this chapter;
''limited equity cooperative housing corporation'', a cooperative corporation organized and operated primarily for the benefit of low and moderate income persons, and whose equity, after allowance for maximum transfer value of its stock, is permanently dedicated to providing housing to persons of low or moderate income or to a charitable purposes;
''member'', a person who holds voting stock of a cooperative corporation;
''proprietary lease'', an agreement between a cooperative corporation and its stockholder for occupancy of a dwelling unit owned by the cooperative corporation;
''transfer value'', the value which may be paid or received upon the sale or transfer of the stock of a cooperative corporation.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 157b - Cooperative Housing Corporations › Section 5 - Application of Laws; Conflict of Laws

Section 5. The provisions of chapter one hundred and fifty-six B shall be applicable to cooperative corporations, and they shall enjoy the powers and privileges, and be subject to the duties, restrictions and liabilities of other corporations, except where inconsistent with the letter and purpose of this chapter. This chapter shall take precedence in the event of any conflict with provisions of said chapter one hundred and fifty-six B, and any conflict with the provisions of section three A and section four of chapter one hundred and fifty-seven.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 157b - Cooperative Housing Corporations › Section 6 - Articles of Organization

Section 6. Three or more persons, residents of the commonwealth, may organize a cooperative corporation by filing articles of organization with the secretary of the commonwealth. The articles must meet the requirements of chapter one hundred and fifty-six B, and, in addition, shall state:
(1) whether transfer of its stock is restricted;
(2) whether or not it shall be authorized to pay dividends on its stock, but no cooperative corporation may pay a dividend of more than ten per cent, noncumulative, upon its stock;
(3) whether the transfer value of its stock is restricted.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 157b - Cooperative Housing Corporations › Section 8 - Name; Forfeiture; Judicial Action

Section 8. Any person, partnership, association or corporation, domestic or foreign, except cooperative banks and corporations organized under chapter one hundred and fifty-seven, transacting business in the commonwealth under any name or title containing the word ''cooperative'' or any close variation, shall forfeit to the commonwealth one hundred dollars for every day such name or title is used. The forfeiture may be recovered by an information brought in the supreme judicial court or superior court by the attorney general or any other person; the court may enjoin such unlawful use and may make such other orders and decrees as justice and equity may require.