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General Laws

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Section 1Short title
Section 2Definitions; corporation; articles of organization
Section 3Application of chapter
Section 4Rights and liabilities of existing corporations, directors, officers and stockholders
Section 5Adoption of chapter by certain corporations created by special act; liability for debts
Section 6State secretary; duties
Section 6ACorrection of inaccurate corporate records; filing
Section 7Change of law; effect
Section 8Voting by stockholders; effect of articles of organization or by-laws
Section 9Corporate powers; exceptions
Section 9APartnership
Section 9BContracts of guarantee and suretyship
Section 10Unauthorized exercise of franchise or privilege or transaction of business; injunction
Section 11Name
Section 12First meeting; by-laws; officers; consent to action; articles of organization
Section 13Articles of organization; contents
Section 14Change of principal office
Section 15Limitation on stock holdings in certain other corporations
Section 16Scope of by-laws
Section 17Power to make, amend and repeal by-laws
Section 18Consideration for issuance of stock
Section 19Payment for stock; cash or instalments; record; transfer
Section 20Pre-emptive rights
Section 21Unissued shares; authority to issue; consideration
Section 21AReacquired shares; restoration to unissued share status
Section 22Terms of payment; demand; notice of payment due
Section 23Stockholders’ liability for issued stock
Section 24Default of subscriber; sale; deficiency or surplus; action; forfeiture
Section 25Default in instalment payments; sale; surplus or deficiency; action; forfeiture; dividends on forfeited shares
Section 26Division of class of stock into series; variations; reissue of restored shares; filing of certificate
Section 27Certificates for shares held
Section 28Fractional shares; scrip; dividends and voting rights; exchange or sale
Section 29Replacement of certificates
Section 30Certificate for stock transferred as collateral security
Section 31Unclaimed dividends; publication
Section 32Location of records; stock and transfer records, evidence, exhibition or refusal, court order
Section 32ARestrictions on exercise, transfer, receipt or holding of rights or options issued by corporations
Section 33Annual stockholders’ meeting
Section 34Special stockholders’ meeting
Section 35Place of stockholders’ meetings
Section 36Notice of stockholders’ meeting
Section 37Waiver of notice
Section 38Repealed, 1986, 186, Sec. 7
Section 38AFiling of certificate
Section 39Quorum
Section 40Voting by corporation
Section 41Stockholders’ voting rights; proxy regulations
Section 41AAgreements for voting shares
Section 42Record date; closing transfer books
Section 43Consent in lieu of stockholders’ meeting; effect
Section 44Exercise of stockholders’ rights by incorporators prior to stock issuance
Section 45Stockholders’ liability on distribution causing insolvency
Section 46Stockholder’s action; qualifications of plaintiff
Section 47Directors; number; election; qualifications
Section 48Election or appointment of officers; qualifications; bonds; records of proceedings
Section 49Resident agent
Section 50Term of officers and directors; contingent term; vacancy
Section 50ADirectors; staggered terms; election for exemption; vacancies
Section 51Removal of officers and directors
Section 52Filling vacancies
Section 53Certificate of change in officers or directors; forfeiture for failure to file
Section 54Powers of directors
Section 55Committees; delegation of powers
Section 56Meetings of directors; necessity of notice
Section 57Quorum at directors’ meeting
Section 58Notice of directors’ meeting
Section 59Consent in lieu of directors’ meeting; effect; telephone conference meetings
Section 60Improper stock issue; liability of directors
Section 61Unauthorized distributions; liability of directors
Section 62Loans to insiders; liability of officers and directors
Section 63False statement or report; liability of officers
Section 64False articles; liability of officers and incorporators
Section 65Good faith and prudence as defense
Section 66Contribution
Section 67Indemnification of officers and directors
Section 68False statement or report; domestic; punishment
Section 69False statement or report; other state or country; punishment
Section 70Amendments authorized by majority vote
Section 71Amendment of articles of organization; authorization by corporation
Section 72Articles of amendment; filing; time effective
Section 73Amendment on reorganization
Section 74Restatement of articles of organization; vote; filing; contents; time effective
Section 75Mortgage or disposal of assets; vote; notice of meeting
Section 76Dissenting stockholder; right to demand payment for stock
Section 77Amendments adversely affecting rights of stockholder
Section 78Domestic corporations
Section 79Domestic and foreign corporations
Section 80Effect of consolidation or merger; rights of creditors
Section 81Surviving or new corporation; bond and stock issues to complete merger or consolidation
Section 82Merger of subsidiary into parent corporation
Section 83Merger of association or trust into corporation
Section 83ADomestic and foreign limited liability companies
Section 84Certificate of filing articles of consolidation or merger
Section 85Dissenting stockholder; right to demand payment for stock; exception
Section 86Sections applicable to appraisal; prerequisites
Section 87Statement of rights of objecting stockholders in notice of meeting; form
Section 88Notice of effectiveness of action objected to
Section 89Demand for payment; time for payment
Section 90Demand for determination of value; bill in equity; venue
Section 91Parties to suit to determine value; service
Section 92Decree determining value and ordering payment; valuation date
Section 93Reference to special master
Section 94Notation on stock certificates of pendency of bill
Section 95Costs; interest
Section 96Dividends and voting rights after demand for payment
Section 97Status of shares paid for
Section 98Exclusive remedy; exception
Section 99Petition for dissolution in supreme judicial court; cases
Section 100Voluntary dissolution; manner
Section 101Dissolution by state secretary
Section 102Continuation for purposes of litigation and settlement of affairs
Section 103Petition for distribution; notice
Section 104Receivership; dissolved or terminated corporation; jurisdiction; application; powers of receiver
Section 105Receivership; corporation as judgment debtor; powers of receiver
Section 106Duties of receiver
Section 107Dissolution; return; notice to corporation
Section 108Revival of dissolved corporation for general or limited purposes; conditions; effect
Section 109Annual report; contents
Section 109ARepealed, 1977, 98, Sec. 6
Section 110Repealed, 1965, 685, Sec. 50
Section 111Repealed, 1977, 98, Sec. 6
Section 112Annual report; failure or refusal to file; penalties
Section 113Action to recover penalties and forfeitures; venue; injunction
Section 114Filing fees
Section 115Conveyance of land
Section 116Certificate of good standing