Session Laws

Be it enacted by the Senate and House of Representatives in General Court assembled, and by the authority of the same, as follows:

SECTION 1. Subsection (c) of section 13 of chapter 156B of the General Laws, as appearing in the 1984 Official Edition, is hereby amended by striking out clause (4).

SECTION 2. Section 18 of said chapter 156B, as so appearing, is hereby amended by striking out the first sentence and inserting in place thereof the following sentence:- Capital stock may be issued for cash, tangible or intangible property, services, or for a debt or note.

SECTION 3. Said section 18 of said chapter 156B, as so appearing, is hereby further amended by striking out, in line 4, the words "this section" and inserting in place thereof the words:- the second sentence.

SECTION 4. Section 26 of said chapter 156B, as so appearing, is hereby amended by inserting after the first paragraph the following paragraph:-

If shares of any series established by the directors are restored to the status of authorized but unissued shares pursuant to section twenty-one A, such shares may be reissued by vote of the directors, either as shares of the same series or as shares of one or more new series. Any such new series shall be established and designated, and the variations in the relative rights and preferences as between such series and any other series shall be fixed and determined by the directors in accordance with the first paragraph of this section.

SECTION 5. Said section 26 of said chapter 156B, as so appearing, is hereby further amended by striking out the second paragraph and inserting in place thereof the following paragraph:-

Prior to the issue of any shares of a series established by the directors, other than a reissue of restored shares as shares of the same series pursuant to the second paragraph of this section, the corporation shall submit to the state secretary a certificate signed under the penalties of perjury by the president or a vice president and by the clerk or an assistant clerk setting forth a copy of the vote of the directors establishing and designating the series and fixing and determining the relative rights and preferences thereof, the date of adoption of such vote, and a certification that such vote was duly adopted by the directors.

SECTION 6. Said chapter 156B is hereby further amended by striking out section 33, as so appearing, and inserting in place thereof the following section:-

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. In the event that no date for the annual meeting is established or said meeting has not been held on the date so fixed or determined, a special meeting in lieu of the annual meeting may be held with all of the force and effect of an annual meeting.

SECTION 7. Section thirty-eight of said chapter one hundred and fifty-six B is hereby repealed.

SECTION 8. Section 40 of said chapter 156B, as appearing in the 1984 Official Edition, is hereby amended by striking out the second sentence and inserting in place thereof the following sentence:- 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 9. Section 41 of said chapter 156B, as so appearing, is hereby amended by inserting after the fourth sentence the following sentence:- Notwithstanding the provisions of the fourth sentence, a proxy coupled with an interest sufficient in law to support an irrevocable power, including, without limitation, an interest in the shares or in the corporation generally, may be made irrevocable if it so provides, need not specify the meeting to which it relates, and shall be valid and enforceable until the interest terminates, or for such shorter period as may be specified in the proxy.

SECTION 10. Said chapter 156B is hereby further amended by striking out section 41A, as so appearing, and inserting in place thereof the following section:-

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 shares held by such stockholders shall be voted under procedures set forth in said agreement.

SECTION 11. The first paragraph of section 55 of said chapter 156B, as so appearing, is hereby amended by striking out clauses (c) and (d).

SECTION 12. Subsection (a) of section 75 of said chapter 156B, as so appearing, is hereby amended by inserting after the word "thirty-six", in line 12, the words:- but at least twenty days prior to the date of such meeting.

SECTION 13. Section 78 of said chapter 156B, as so appearing, is hereby amended by striking out, in line 49, the word "thirty" and inserting in place thereof the word:- twenty.

SECTION 14. Section 109 of said chapter 156B, as so appearing, is hereby amended by adding the following subsection:-

(5) The date, hour and place of the latest annual meeting of stockholders or special meeting in lieu thereof.

SECTION 15. Said chapter 156B is hereby further amended by adding the following section:-

Section 116. A corporation shall be deemed to be in good standing with the state secretary if such corporation has filed all annual reports required to be filed by it with the state secretary, has paid all fees due with respect to such reports, no proceedings are then pending under section one hundred and one for its dissolution, and no articles of dissolution have been filed by it. Upon the request of any person and payment of such fee as may be prescribed by law, the state secretary shall issue a certificate stating, in substance, as to any corporation meeting the requirements of this section, that such corporation appears from the records in his office to be in good standing.