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Section 1 – Application of Chapter; Secretary Defined

Section 1. This chapter, unless expressly limited in its application, shall apply to all corporations created by or organized under the laws of the commonwealth, except incorporated domestic insurance companies, and except corporations subject to chapter 156A or corporations subject to chapter 156B or chapter 156D or chapter 164 or sections 1 through 11D of […]

Section 10 – Change of Name

Section 10. A corporation, except one subject to chapter one hundred and fifty-six or chapters one hundred and sixty to one hundred and sixty-three, inclusive, may at a meeting duly called for the purpose, by vote of two thirds of each class of stock outstanding and entitled to vote, or, in case such corporation has […]

Section 11 – Unauthorized Business; Restraint by Injunction

Section 11. Upon an information in equity by the attorney general at the relation of the commissioner, the supreme judicial court may restrain by injunction any corporation from assuming or exercising any franchise or privilege or transacting any kind of business not authorized by its charter and the laws of the commonwealth.

Section 12 – Free Hospital Beds for Employees of Corporation; Appropriation

Section 12. Every corporation may, by a vote of a majority of each class of stock outstanding and entitled to vote, appropriate not more than five thousand dollars or an annual sum of not more than five hundred dollars for the support of free beds in one or more hospitals in the commonwealth, for the […]

Section 12a – Contributions to Communities

Section 12A. Every corporation may, by vote of its directors, or of its officers having the powers of directors, contribute such sum or sums of money as said directors or officers may determine to be reasonable to any fund being raised by a relief committee or agency approved by the commissioner of public welfare, as […]

Section 12b – Reciprocal Insurance Contracts; Exchanges

Section 12B. Any corporation organized or to be organized under the laws of the commonwealth shall have full power and authority to participate as a subscriber in the exchanging of insurance contract specified in section ninety-four B of chapter one hundred and seventy-five. The right to participate in the exchanging of such contracts shall be […]

Section 12c – Contributions for Charitable, Scientific or Educational Purposes

Section 12C. Every corporation may, by its articles of organization or by-laws or by a general or special vote of its stockholders or members, authorize its directors, or its officers having the powers of directors, to make contributions, in such amounts as said directors or officers may determine to be reasonable, to corporations, trusts, funds […]

Section 14 – First Meeting; Holders of Privileges Prior to Organization

Section 14. The first meeting of such corporation, unless otherwise provided in its act of incorporation, shall be called by a notice, signed by the person or by a majority of the persons named in such act, setting forth the time, place and purposes of the meeting, and delivered seven days at least before the […]

Section 16 – Par Value of Common and Preferred Shares

Section 16. The par value of the common or preferred shares of all corporations shall be one hundred dollars. Any corporation which may be organized with shares of a par value other than one hundred dollars may at a meeting of stockholders called for the purpose change the par value of its shares to that […]

Section 17 – Issue at Less Than Par

Section 17. No corporation shall issue a share for a less amount to be actually paid in thereon than the par value of the shares at the date of issue.

Section 18 – Preferred Stock; Amount; Preferences and Voting Powers; Exceptions

Section 18. Every corporation may issue preferred stock of one or more classes to an amount not exceeding at any time the amount of the common stock then outstanding and all cash premiums paid to the company thereon and applied to the purposes of the corporation with such preferences and voting powers or restrictions or […]

Section 19 – Preferred Stock; Content of Certificate

Section 19. Such stock shall be issued subject to all general laws governing the issue of capital stock; and each certificate subsequently issued of stock in the corporation shall have fully and plainly printed thereon the preferences and voting powers or restrictions or qualifications thereof as fixed and determined in respect of each class of […]

Section 23 – Shareholders List; Filing; Failure to File

Section 23. A corporation not subject to chapter one hundred and fifty-six shall within fifteen days after a written request by a stockholder thereof, made not less than thirty nor more than sixty days prior to the time fixed for the annual meeting of stockholders, cause a complete list of the stockholders as of the […]