Chapter 156B

Section 42. The directors may fix in advance a time, which, unless a shorter period is provided in the articles of organization or the by-laws, shall be not more than sixty days before the date of any meeting of stockholders or the date for the payment of any dividend or the maki…

Section 43. Any action required or permitted to be taken at any meeting of the stockholders may be taken without a meeting if all stockholders entitled to vote on the matter consent to the action in writing and the written consents are filed with the records of the meetings of st…

Section 44. Prior to the initial issue of stock by a corporation, the incorporators may exercise all rights of stockholders and take any action required or permitted by law, the articles of organization or the by-laws to be taken by stockholders.

Section 45. Stockholders to whom a corporation makes any distribution, whether by way of dividend, repurchase or redemption of stock, or otherwise, except a distribution of stock of the corporation, if the corporation is, or is thereby rendered, insolvent shall be liable to the c…

Section 46. No stockholder shall institute or maintain any suit or proceeding in the right of the corporation against stockholders, directors or officers of the corporation as such, based on liability under this chapter or otherwise with respect to any alleged act or default of s…

Section 47. Except as reserved to the stockholders pursuant to section fifty-four, the business of every corporation shall be managed by a board of directors. The number of directors shall be fixed by or determined in the manner provided in the by-laws, but shall be not less than…

Section 48. The officers of every corporation shall consist of a president, a treasurer and a clerk and such other officers as the corporation by its by-laws shall authorize. Except as otherwise provided in the by-laws, the treasurer and the clerk shall be elected at the annual m…

Section 49. Any corporation may by vote of its directors appoint a resident agent as its true and lawful attorney upon whom all lawful processes in any action or proceeding against such corporation may be served. Such resident agent shall be either an individual who is a resident…

Section 5. Corporations which would otherwise be within the application of this chapter pursuant to clause (a) of section three, but which were created before March eleventh, eighteen hundred and thirty-one by any special act not subject to amendment, alteration or repeal by the …

Section 50. Subject to the provisions of section fifty-one, the directors and the president, treasurer and clerk shall hold office until the next annual meeting and until their respective successors are chosen and qualified, provided that the articles of organization may require …

Section 50A. (a) Except as provided in paragraph (b) of this section and notwithstanding anything to the contrary in this chapter or in the articles of organization or by-laws of any registered corporation, the directors of a registered corporation shall be classified, with respe…

Section 51. Except as otherwise provided in the articles of organization or by-laws, (a) directors and officers elected by stockholders, including persons elected by directors to fill vacancies in the board or in such offices, may be removed from their respective offices with or …

Section 52. Unless the articles of organization provide otherwise, any vacancy in the board of directors, however occurring, including a vacancy resulting from the enlargement of the board, and any vacancy in any other office may be filled in the manner prescribed in the by-laws …

Section 53. Whenever any change is made in the directors or in the president, treasurer or clerk of a corporation, the corporation shall forthwith file in the office of the state secretary a certificate of such change signed under the penalties of perjury by the clerk or an assis…

Section 54. The directors may exercise all the powers of the corporation, except such as by law, by the articles of organization or by the by-laws of the corporation are conferred upon or reserved to the stockholders.

Section 55. If and to the extent authorized by its articles of organization or by its by-laws, a corporation may provide for an executive committee or other committees to be elected from and by its board of directors, and the directors may delegate to any such committee or commit…

Section 56. Meetings of the directors may be held within or without the commonwealth. Unless otherwise provided by the by-laws, regular meetings of the directors, including the first meeting of the board following the annual meeting of the stockholders, may be held without notice…

Section 57. Unless otherwise provided in the by-laws, the number of directors required to constitute a quorum shall be a majority of the directors then in office. If a quorum is present, a majority of the directors present may take any action on behalf of the board except to the …

Section 58. The by-laws may prescribe what shall constitute proper notice of meetings of the directors. A notice or waiver of notice need not specify the purpose of any special meeting of the directors unless required by the by-laws. Notice of a meeting need not be given to any d…

Section 59. Unless the articles of organization or the by-laws otherwise provide, any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if all the directors consent to the action in writing and the written consents are filed w…

Section 6. The state secretary shall examine each document submitted to him under the provisions of this chapter. If he finds that the provisions of law relative thereto have been complied with, he shall endorse his approval thereon; and upon such approval and payment of the fee …

Section 60. If stock of a corporation is issued for a consideration which does not comply with the requirements of sections eighteen or twenty-one, the directors who voted to authorize such issuance and the president and the treasurer of the corporation shall be jointly and sever…

Section 61. Directors of a corporation who vote to authorize any distribution by the corporation to one or more of its stockholders, whether by way of a dividend, repurchase or redemption of stock, or otherwise, except a distribution of stock of the corporation, which is in viola…

Section 62. The directors who vote for, and the officers who knowingly participate in, any loan of any assets of a corporation to any of its officers or directors shall be jointly and severally liable to the corporation for any portion of such loan which is not repaid unless a ma…

Section 63. The directors and officers of a corporation who sign any statement or report required by this chapter which is false in any material representation shall be jointly and severally liable to any creditor of the corporation who has relied upon such false representation t…

Section 64. The incorporators and officers of a corporation who sign any articles of organization, articles of amendment, or articles of consolidation or merger required by this chapter which are false in any material respect with regard to said corporation shall be jointly and s…

Section 65. A director, officer or incorporator of a corporation shall perform his duties as such, including, in the case of a director, his duties as a member of a committee of the board upon which he may serve, in good faith and in a manner he reasonably believes to be in the b…

Section 66. Any director, officer or incorporator against whom a claim is successfully asserted under this chapter shall be entitled to contribution from the other directors or incorporators who voted for, and the other officers who participated in, the action upon which the clai…

Section 67. Indemnification of directors, officers, employees and other agents of a corporation, and persons who serve at its request as directors, officers, employees or other agents of another organization, or who serve at its request in any capacity with respect to any employe…

Section 68. Whoever knowingly makes, executes, files or publishes any report or statement required by law to be made, executed, filed or published by a corporation in this commonwealth, or whoever causes the same to be done, which report or statement is false in any material repr…

Section 69. Whoever knowingly makes, executes or publishes any report or statement required by the law of another state or country to be made, executed, or published by a corporation, or whoever causes the same to be done, within this commonwealth, which report or statement is fa…

Section 6A. Whenever any document authorized or required to be filed with the state secretary under any provision of this chapter has been so filed and is an inaccurate record of the corporate action therein referred to, or was defectively or erroneously executed, such instrument…

Section 7. All corporations shall be subject to such laws as may be enacted affecting or altering their corporate rights or duties or dissolving them.

Section 70. A corporation may authorize, at a meeting duly called for the purpose, an amendment of its articles of organization, by vote of a majority of each class of stock outstanding and entitled to vote thereon effecting any one or more of the following: (a) an increase or a …

Section 71. A corporation may, subject to the provisions of section eight, authorize, at a meeting duly called for the purpose, by vote of two-thirds of each class of stock outstanding and entitled to vote thereon or, if the articles of organization so provide, by vote of a lesse…

Section 72. After any meeting at which any amendment of the articles of organization has been adopted, articles of amendment signed under the penalties of perjury by the president or any vice president and by the clerk or assistant clerk, setting forth such amendment and the due …

Section 73. (a) Any corporation, a plan of reorganization of which, pursuant to the provisions of any applicable statute of the United States relating to reorganizations of corporations, has been or shall be confirmed by the decree or order of a court of competent jurisdiction, m…

Section 74. Every corporation may authorize, at a meeting duly called for the purpose, by vote of a majority of each class of stock outstanding and entitled to vote thereon, a restatement of its articles of organization. The restated articles of organization may effect further am…

Section 75. (a) Every corporation may, subject to the provisions of section eight, authorize, at a meeting duly called for the purpose, by vote of two-thirds of the shares of each class of stock outstanding and entitled to vote thereon, the sale, lease or exchange of all or subst…

Section 76. A stockholder in any corporation which shall have voted to sell, lease or exchange all or substantially all its property and assets, or which shall have adopted any amendment of its articles of organization which adversely affects the rights of such stockholder, who o…

Section 77. For the purpose of this chapter, the rights of a stockholder shall not be considered adversely affected by any amendment of its articles of organization unless the amendment (otherwise than as permitted by the articles of organization)— (a) alters or abolishes any pre…

Section 78. (a) Any two or more corporations may consolidate to form a new corporation, or may merge into a single corporation, which may be any one of the constituent corporations, in the manner specified in this section. (b) Such corporations as desire to consolidate or merge s…

Section 79. (a) Any one or more corporations may consolidate or merge with one or more other corporations organized under the laws of any other state or states of the United States, if the laws of such other state or states permit. The constituent corporations may consolidate to …

Section 8. (a) Whenever, with respect to any action to be taken by the stockholders of a corporation, the articles of organization or by-laws require the vote or concurrence of the holders of all of the shares, or of any class or series thereof, or a greater proportion thereof th…

Section 80. (a) Upon the effective date of the consolidation or merger under articles of consolidation or merger filed pursuant to sections seventy-eight or seventy-nine, for all purposes of the laws of Massachusetts: (1) The separate existence of all the constituent corporations…

Section 81. When two or more corporations are consolidated or merged, the corporation resulting from or surviving such consolidation or merger (1) may issue bonds or other obligations, negotiable or otherwise, and with or without coupons or interest certificates thereto attached,…