Massachusetts Statutes

Section 21. Any unissued capital stock from time to time authorized under the articles of organization may be issued by vote of the stockholders, or by vote of the directors under authority of a provision of the by-laws or a vote of the stockholders, which provision or vote may b…

Section 21A. Shares of stock previously issued which have been reacquired by the corporation, may, unless the articles of organization or by-laws otherwise require, be restored to the status of authorized but unissued shares by vote of the stockholders or by vote of the board of …

Section 22. In the case of capital stock authorized to be issued for cash, whether or not to be paid in full before issue, the directors may require payment in such proportions and at such times and places as they deem proper, by making demand therefor according to the by-laws, o…

Section 23. Shares of stock issued in accordance with section twenty-one shall, except for unpaid instalments on instalment stock issued pursuant to section nineteen, be fully paid stock and not liable to any further call or assessment thereon.

Section 24. If capital stock issued for cash is to be paid for in full before it is issued, and the subscriber refuses or neglects to pay the amount demanded for thirty days after the time limited for payment in the demand made under section twenty-two, his rights of subscription…

Section 25. If capital stock is issued payable by instalments, and a stockholder refuses or neglects to pay an instalment for thirty days after the time limited for payment in the demand under section twenty-two, the treasurer of the corporation may sell such stockholder's shares…

Section 26. If the articles of organization so provide, the directors may determine, in whole or in part, the preferences, voting powers, qualifications, and special or relative rights or privileges of (1) any class of stock before the issuance of any shares of that class or (2) …

Section 27. (a) The shares of a corporation shall be represented by certificates or shall be uncertificated shares. Each such certificate shall be signed by the chairman of the board of directors, the president or a vice president and by the treasurer or an assistant treasurer. S…

Section 28. Except as otherwise provided in the articles of organization or by-laws, a corporation may issue fractional shares of stock, and may issue in lieu thereof scrip in registered or bearer form which, depending upon how the shares of the corporation are evidenced, shall e…

Section 29. The directors of a corporation may, subject to section 8–405 of chapter one hundred and six and to the by-laws of the corporation, determine the conditions upon which a new certificate of stock or uncertificated shares may be issued in place of any certificate alleged…

Section 3. Except so far as such application may be inconsistent with (i) provisions still in force of any special acts of incorporation, enacted before March eleventh, eighteen hundred and thirty-one, and not subject to amendment, alteration or repeal by the general court, or (i…

Section 30. A pledgee of certificated stock transferred as collateral security shall be entitled to a new certificate if the instrument of transfer substantially describes the debt or duty which is intended to be secured thereby. Such new certificate shall express on its face tha…

Section 31. Every corporation shall, once in every five years, publish once each week for three successive weeks in a newspaper of general circulation in Boston, and also in a newspaper of general circulation in the county where the corporation has its principal office, a list of…

Section 32. The original, or attested copies, of the articles of organization, by-laws, and records of all meetings of incorporators and stockholders, and the stock and transfer records, which shall contain the names of all stockholders and the record address and the amount of st…

Section 32A. The terms and conditions of any rights or options issued by the corporation, including those outstanding on the effective date of this section, may include, without limitation, restrictions or conditions that preclude or limit the exercise, transfer, receipt or holdi…

Section 33. There shall be an annual meeting of stockholders within six months after the end of the fiscal year of the corporation. The date, hour and place of the annual meeting and the manner of conducting it shall be fixed in or determined in the manner provided in the by-laws…

Section 34. (a) Special meetings of the stockholders of a corporation not described in subsection (b) may be called by the president or by the directors, and shall be called by the clerk, or in the case of the death, absence, incapacity or refusal of the clerk, by another officer…

Section 35. Meetings of stockholders shall be held within the commonwealth or, to the extent permitted by the articles of organization, elsewhere in the United States.

Section 36. A written notice of the place, date and hour of all meetings of stockholders stating the purposes of the meeting shall be given by the clerk or an assistant clerk (or other person authorized by the by-laws or empowered pursuant to section thirty-four) at least seven d…

Section 37. Whenever notice of a meeting is required to be given a stockholder under any provision of this chapter or of the articles of organization or the by-laws, a written waiver thereof, executed before or after the meeting by such stockholder or his attorney thereunto autho…

Section 38A. Following any change in the fiscal year previously adopted, a certificate of such change, signed under the penalties of perjury by the clerk or an assistant clerk, shall be filed with the state secretary.

Section 39. Unless the articles of organization or by-laws otherwise provide, a majority in interest of all stock issued, outstanding and entitled to vote at a meeting shall constitute a quorum.

Section 4. All corporations existing on October first, nineteen hundred and sixty-five and their directors, officers and stockholders shall be entitled to all the rights, privileges and immunities and be subject to all the liabilities set forth in this chapter to the same extent …

Section 40. No corporation shall directly or indirectly vote any share of its own stock. Nothing in this section shall be construed as limiting the right of any corporation to vote shares of stock held directly or indirectly by it in a fiduciary capacity.

Section 41. Stockholders entitled to vote shall have one vote for each share of stock owned by them and a proportionate vote for a fractional share; provided that in corporations having two or more classes or series of stock, the voting powers of the different classes or series m…

Section 41A. An agreement between two or more stockholders or between one or more stockholders and one or more other persons, if in writing and signed by the parties thereto, whether or not such parties include all of the stockholders of the corporation, may provide that the shar…

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…